Exhibit 4.79(a)


 


 





 


Comet Ridge
Project Facilities Agreement


 


Dated                                                                                                                                                          9 June, 2004


 


Tipperary Oil & Gas (Australia) Pty
Limited (ABN 46 077 536 871) (“Company”)


 


Tipperary CSG, Inc. (ABN 84 108 566 052)


Tipperary Corporation (ABN 66 337 311 073)


Slough Estates USA Inc.


Tipperary Oil & Gas Corporation (ABN 18
595 169 951)


Tipperary Pastoral Company Pty Ltd (ABN 66
107 141 980)


(“LR Guarantor”)


 


Slough Estates plc (“Recourse Guarantor”)


 


Slough Estates USA Inc.


Tipperary Oil & Gas Corporation


(“Security Providers”)


 


Australia and New Zealand Banking Group
Limited (“Agent”)


 


ANZ Fiduciary Services Pty Ltd (“Security
Trustee”)


 


BOS Australia (International) Limited
(“Technical Bank”)


 


Each of the financial institutions listed
as Financiers in the Details (each a “Financier”)


 


Australia and New Zealand Banking Group
Limited (“Working Capital Provider”)


 


Mallesons Stephen Jaques


Level 60


Governor Phillip Tower


1 Farrer Place


Sydney NSW 2000


Australia


T +61 2 9296 2000


F +61 2 9296 3999


DX 113 Sydney


www.mallesons.com


 

















 


Contents


 


	
  Details

  	
   

  
	
   

  	
   

  
	
  General
  terms

  	
   

  
	
   

  	
   

  
	
  Part 1 The Facilities

  	
   

  
	
   

  	
   

  
	
  1

  	
  The
  Facilities and Facility Limits

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Financiers
  to fund

  	
   

  
	
  1.2

  	
  Maximum
  accommodation

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  Facility Limit - Limited
  Recourse Facility

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  When
  Facility Limit will be recalculated

  	
   

  
	
  2.2

  	
  How Facility Limits will be
  recalculated

  	
   

  
	
  2.3

  	
  Decrease of Facility Limit of
  Limited Recourse Facility

  	
   

  
	
  2.4

  	
  Satisfaction of
  recalculation and Switch conditions

  	
   

  
	
  2.5

  	
  Notice of change in
  Facility Limits

  	
   

  
	
  2.6

  	
  When
  Agent will give notice

  	
   

  
	
  2.7

  	
  When change in Facility Limits
  becomes effective

  	
   

  
	
  2.8

  	
  Conditions
  to first recalculation

  	
   

  
	
  2.9

  	
  Benefit
  of conditions

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Using the Facilities

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Drawing down

  	
   

  
	
  3.2

  	
  Requesting
  a drawdown

  	
   

  
	
  3.3

  	
  Effect of a Drawdown Notice

  	
   

  
	
  3.4

  	
  Conditions to first
  drawdown under Recourse Facility

  	
   

  
	
  3.5

  	
  Conditions to all drawdowns

  	
   

  
	
  3.6

  	
  Benefit of
  conditions

  	
   

  
	
  3.7

  	
  Number of
  Drawings

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Switching

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  When
  Company may request a Switch

  	
   

  
	
  4.2

  	
  Requesting
  a Switch

  	
   

  
	
  4.3

  	
  Effect of a
  Switch Notice

  	
   

  
	
  4.4

  	
  Conditions of Switch to
  Limited Recourse Facility

  	
   

  
	
  4.5

  	
  Conditions of Switch
  to Recourse Facility

  	
   

  
	
  4.6

  	
  Switch
  Certificate

  	
   

  
	
  4.7

  	
  When Switch becomes
  effective

  	
   

  
	
   

  	
   

  	
   

  
	
  Part
  2 Facilities

  	
   

  
	
   

  	
   

  
	
  5

  	
  Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Interest
  charges

  	
   

  
	
  5.2

  	
  Notification of
  Interest Period

  	
   

  
	
  5.3

  	
  Selection of Interest
  Period

  	
   

  
	
  5.4

  	
  When Interest
  Periods begin and end

  	
   

  
	
  5.5

  	
  Capitalisation of interest

  	
   

  
	
  5.6

  	
  Notice
  taken to be given

  	
   

  



 


i

















 


	
  6

  	
  Amortisation
  of Limited Recourse Facility

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Repayment of fixed amounts

  	
   

  
	
  6.2

  	
  Reduction of
  Financiers’ Commitments

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Repaying and prepaying

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Repayment

  	
   

  
	
  7.2

  	
  Voluntary
  prepayment

  	
   

  
	
  7.3

  	
  Mandatory
  prepayments - Distributions

  	
   

  
	
  7.4

  	
  Mandatory
  prepayment - Review Event

  	
   

  
	
  7.5

  	
  Prepayment and the
  Facility Limits

  	
   

  
	
  7.6

  	
  Effect
  of prepayment under Limited Recourse Facility

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  Reliquifying
  Bills

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Obligation
  to draw Bills

  	
   

  
	
  8.2

  	
  Financier
  as attorney

  	
   

  
	
  8.3

  	
  Termination

  	
   

  
	
  8.4

  	
  Indemnity
  by Financier

  	
   

  
	
   

  	
   

  	
   

  
	
  Part 4 Standard
  terms - all Facilities

  	
   

  
	
   

  	
   

  
	
  9

  	
  Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Manner of
  payment

  	
   

  
	
  9.2

  	
  Direction to
  pay

  	
   

  
	
  9.3

  	
  Currency
  of payment

  	
   

  
	
  9.4

  	
  Total
  Amount Owing

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  Cancellation

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  Fees

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Commitment fee

  	
   

  
	
  11.2

  	
  Agent fees

  	
   

  
	
  11.3

  	
  Security
  Trustee fees

  	
   

  
	
  11.4

  	
  Arranging fee

  	
   

  
	
  11.5

  	
  Underwriting
  fee

  	
   

  
	
  11.6

  	
  Technical
  Bank fees

  	
   

  
	
  11.7

  	
  Recalculation
  Fee

  	
   

  
	
  11.8

  	
  Warranty
  Notice fee

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  Withholding
  tax

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Payments
  by Obligor

  	
   

  
	
  12.2

  	
  Payments by Agent to
  Financier

  	
   

  
	
  12.3

  	
  Payments by
  Security Trustee to Agent or Finance Party

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  Increased
  costs

  	
   

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Compensation

  	
   

  
	
  13.2

  	
  Substantiating
  costs

  	
   

  
	
  13.3

  	
  Possible
  minimisation

  	
   

  



 


ii

















 


	
  14

  	
  Illegality or impossibility

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  Financier’s
  right to suspend or cancel

  	
   

  
	
  14.2

  	
  Extent
  and duration

  	
   

  
	
  14.3

  	
  Notice
  requiring prepayment under Facilities

  	
   

  
	
  14.4

  	
  Financier
  to seek alternative funding method

  	
   

  
	
   

  	
   

  	
   

  
	
  15

  	
  Base Case Financial Model

  	
   

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Calculations

  	
   

  
	
  15.2

  	
  Cash
  Available for Debt Service calculations

  	
   

  
	
  15.3

  	
  Currency for calculations

  	
   

  
	
  15.4

  	
  Updating of Base
  Case Financial Model

  	
   

  
	
  15.5

  	
  Assumptions and
  calculations

  	
   

  
	
  15.6

  	
  Matters to take into
  account

  	
   

  
	
  15.7

  	
  Agent
  to advise whether it agrees with Assumptions and other matters

  	
   

  
	
  15.8

  	
  Agent may be taken to
  have agreed

  	
   

  
	
  15.9

  	
  Dispute
  resolution

  	
   

  
	
  15.10

  	
  Assumption or
  calculation dispute

  	
   

  
	
  15.11

  	
  Independent
  party to determine dispute

  	
   

  
	
  15.12

  	
  Decision

  	
   

  
	
  15.13

  	
  Modification of Assumptions

  	
   

  
	
  15.14

  	
  Costs and
  expenses

  	
   

  
	
  15.15

  	
  Failure to resolve
  by Repayment Date

  	
   

  
	
   

  	
   

  	
   

  
	
  16

  	
  Project
  Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  16.1

  	
  Establishment
  and operation of Project Accounts

  	
   

  
	
  16.2

  	
  No moneys may be withdrawn

  	
   

  
	
  16.3

  	
  Proceeds
  Account and Operating Account- Deposits

  	
   

  
	
  16.4

  	
  Operating Account -
  Withdrawals

  	
   

  
	
  16.5

  	
  Proceeds Account -
  Withdrawals

  	
   

  
	
  16.6

  	
  Proceeds Account -
  Distributions

  	
   

  
	
  16.7

  	
  Debt Service Reserve
  Account

  	
   

  
	
  16.8

  	
  Funding
  of Debt Service Reserve Account by Recourse Guarantor

  	
   

  
	
  16.9

  	
  Alternative
  to cash funding Debt Service Reserve Account

  	
   

  
	
  16.10

  	
  Capex Reserve Account
  - deposits

  	
   

  
	
  16.11

  	
  Capex Reserve
  Account - withdrawals

  	
   

  
	
  16.12

  	
  Insurance Account -
  deposits

  	
   

  
	
  16.13

  	
  Insurance Account -
  withdrawals

  	
   

  
	
  16.14

  	
  Authorised
  Investments

  	
   

  
	
  16.15

  	
  Authorised
  Investments - conditions

  	
   

  
	
  16.16

  	
  Finance Parties’ liability

  	
   

  
	
   

  	
   

  	
   

  
	
  17

  	
  Representations and
  warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  17.1

  	
  Initial
  general representations and warranties - Project Party

  	
   

  
	
  17.2

  	
  Other
  general representations and warranties - Project Party

  	
   

  
	
  17.3

  	
  General
  representations and warranties - Title

  	
   

  
	
  17.4

  	
  Initial
  Project representations and warranties

  	
   

  



 


iii

















 


	
  17.5

  	
  Other
  representations and warranties

  	
   

  
	
  17.6

  	
  Recourse Guarantor
  borrowing limit

  	
   

  
	
  17.7

  	
  Warranty Notice

  	
   

  
	
  17.8

  	
  Repetition
  of representations and warranties

  	
   

  
	
  17.9

  	
  Reliance

  	
   

  
	
   

  	
   

  	
   

  
	
  18

  	
  Undertakings

  	
   

  
	
   

  	
   

  	
   

  
	
  18.1

  	
  General
  undertakings - Obligors and Tipperary Pastoral

  	
   

  
	
  18.2

  	
  General undertakings -
  Slough USA and TOGC

  	
   

  
	
  18.3

  	
  General undertakings -
  Recourse Guarantor

  	
   

  
	
  18.4

  	
  Reporting, information and
  access - Obligors and Tipperary Pastoral

  	
   

  
	
  18.5

  	
  Reporting,
  information and access - Recourse Guarantor

  	
   

  
	
  18.6

  	
  Reporting,
  information and access - Slough USA and TOGC

  	
   

  
	
  18.7

  	
  Purpose
  undertaking

  	
   

  
	
  18.8

  	
  Negative pledge

  	
   

  
	
  18.9

  	
  Project
  undertakings

  	
   

  
	
  18.10

  	
  Recourse
  Guarantor Financial Undertakings

  	
   

  
	
  18.11

  	
  Change of
  Control

  	
   

  
	
  18.12

  	
  Secured
  Property

  	
   

  
	
  18.13

  	
  Disclosure
  limitation

  	
   

  
	
   

  	
   

  	
   

  
	
  19

  	
  Insurances

  	
   

  
	
   

  	
   

  	
   

  
	
  19.1

  	
  General insurance
  obligations

  	
   

  
	
  19.2

  	
  Form and content
  of Insurance Policies

  	
   

  
	
  19.3

  	
  Undertakings
  in relation to Insurance Policies

  	
   

  
	
  19.4

  	
  Default by
  Obligor

  	
   

  
	
  19.5

  	
  Notice of claim

  	
   

  
	
  19.6

  	
  Waiver

  	
   

  
	
  19.7

  	
  Assumption of risk and
  indemnity

  	
   

  
	
  19.8

  	
  Environmental
  laws

  	
   

  
	
  19.9

  	
  Continuing
  indemnity

  	
   

  
	
   

  	
   

  	
   

  
	
  20

  	
  Review
  Event

  	
   

  
	
   

  	
   

  	
   

  
	
  20.1

  	
  Review Event

  	
   

  
	
  20.2

  	
  Consequences of Review
  Event

  	
   

  
	
   

  	
   

  	
   

  
	
  21

  	
  Default

  	
   

  
	
   

  	
   

  	
   

  
	
  21.1

  	
  Events of
  Default

  	
   

  
	
  21.2

  	
  Consequences
  of default

  	
   

  
	
  21.3

  	
  Investigation
  of default

  	
   

  
	
  21.4

  	
  Administrator
  appointed to Obligor

  	
   

  
	
  21.5

  	
  Restrictions on Hedge
  Providers

  	
   

  
	
  21.6

  	
  Discretion
  to close out

  	
   

  
	
  21.7

  	
  Obligation
  to close out

  	
   

  
	
  21.8

  	
  Obligation
  to demand

  	
   

  
	
  21.9

  	
  Exercise
  of power of sale

  	
   

  



 


iv

















 


	
  22

  	
  Costs and indemnities

  	
   

  
	
   

  	
   

  	
   

  
	
  22.1

  	
  What the Company agrees
  to pay

  	
   

  
	
  22.2

  	
  Indemnity

  	
   

  
	
  22.3

  	
  Items included
  in loss, liability and Costs

  	
   

  
	
  22.4

  	
  Payment of third party
  losses

  	
   

  
	
  22.5

  	
  Currency conversion
  on judgment debt

  	
   

  
	
  22.6

  	
  GST gross up

  	
   

  
	
  22.7

  	
  Exclusion

  	
   

  
	
   

  	
   

  	
   

  
	
  23

  	
  Interest on overdue amounts

  	
   

  
	
   

  	
   

  	
   

  
	
  23.1

  	
  Obligation to
  pay

  	
   

  
	
  23.2

  	
  Compounding

  	
   

  
	
  23.3

  	
  Interest following judgment

  	
   

  
	
   

  	
   

  	
   

  
	
  Part
  6 Guarantees

  	
   

  
	
   

  	
   

  
	
  24

  	
  Guarantee and indemnity

  	
   

  
	
   

  	
   

  	
   

  
	
  24.1

  	
  Consideration

  	
   

  
	
  24.2

  	
  Guarantees
  - LR Guarantee and Recourse Guarantee

  	
   

  
	
  24.3

  	
  Nature
  of guarantees

  	
   

  
	
  24.4

  	
  Indemnity
  - LR Guarantee

  	
   

  
	
  24.5

  	
  Indemnity - Recourse
  Guarantee

  	
   

  
	
  24.6

  	
  LR Guarantee -
  Slough USA, Tipperary and TOGC limited recourse

  	
   

  
	
  24.7

  	
  When the Slough
  USA, Tipperary or TOGC limit does not apply

  	
   

  
	
  24.8

  	
  Reinstatement
  of rights

  	
   

  
	
  24.9

  	
  Rights of
  the Finance Parties are protected

  	
   

  
	
  24.10

  	
  No merger

  	
   

  
	
  24.11

  	
  Extent of LR
  Guarantor’s and Recourse Guarantor’s obligations

  	
   

  
	
  24.12

  	
  LR Guarantor’s
  and Recourse Guarantor’s rights are suspended

  	
   

  
	
  24.13

  	
  LR
  Guarantor’s and Recourse Guarantor’s right of proof limited

  	
   

  
	
  24.14

  	
  No set-off against
  assignees

  	
   

  
	
  24.15

  	
  Suspense
  account

  	
   

  
	
  24.16

  	
  Right to prove

  	
   

  
	
   

  	
   

  	
   

  
	
  Part 7 Syndication
  provisions

  	
   

  
	
   

  	
   

  
	
  25

  	
  Scope of relationships

  	
   

  
	
   

  	
   

  	
   

  
	
  25.1

  	
  Appointment

  	
   

  
	
  25.2

  	
  Extent of authority
  and obligations

  	
   

  
	
  25.3

  	
  Acceptance
  by Agent

  	
   

  
	
  25.4

  	
  Directions to Security
  Trustee

  	
   

  
	
  25.5

  	
  Security Trustee
  may deal with Agent

  	
   

  
	
  25.6

  	
  Binding nature of
  relationship

  	
   

  



 


v

















 


	
  25.7

  	
  Excluded
  roles and duties

  	
   

  
	
   

  	
   

  	
   

  
	
  26

  	
  How and when the Agent acts

  	
   

  
	
   

  	
   

  	
   

  
	
  26.1

  	
  After consultation
  and instructions

  	
   

  
	
  26.2

  	
  Matters
  requiring instructions from all Financiers

  	
   

  
	
  26.3

  	
  Matters
  requiring instruction from a Majority of Financiers

  	
   

  
	
  26.4

  	
  Overriding
  instructions

  	
   

  
	
  26.5

  	
  Without
  consultation or instructions

  	
   

  
	
  26.6

  	
  Agent’s actions

  	
   

  
	
  26.7

  	
  Financier’s
  instructions

  	
   

  
	
  26.8

  	
  Reasonableness obligation

  	
   

  
	
   

  	
   

  	
   

  
	
  27

  	
  Agent’s
  and Security Trustee’s obligations to give notices and copies

  	
   

  
	
   

  	
   

  	
   

  
	
  27.1

  	
  Security Trustee’s
  obligations

  	
   

  
	
  27.2

  	
  Agent’s obligations

  	
   

  
	
  27.3

  	
  Awareness of certain events

  	
   

  
	
  27.4

  	
  Assuming
  compliance

  	
   

  
	
  27.5

  	
  Limit on disclosure
  obligations

  	
   

  
	
  27.6

  	
  No
  further obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  28

  	
  Agent’s,
  Technical Bank’s and Security Trustee’s relationship with Finance Parties

  	
   

  
	
   

  	
   

  	
   

  
	
  28.1

  	
  Individual
  responsibility of Financiers

  	
   

  
	
  28.2

  	
  Exoneration

  	
   

  
	
  28.3

  	
  Agent or
  Security Trustee in other capacity

  	
   

  
	
  28.4

  	
  Dealing in different
  capacities

  	
   

  
	
  28.5

  	
  Agent to act on
  Financier’s request

  	
   

  
	
  28.6

  	
  Agent to act
  on Security Trustee’s request

  	
   

  
	
  28.7

  	
  Restriction
  on Finance Party exercising rights

  	
   

  
	
  28.8

  	
  Notice of
  transfer

  	
   

  
	
   

  	
   

  	
   

  
	
  29

  	
  Funding of Agent
  and Security Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  29.1

  	
  Financiers
  to indemnify against non-payment

  	
   

  
	
  29.2

  	
  The Company’s
  back-to-back indemnity

  	
   

  
	
  29.3

  	
  Funds
  before acting

  	
   

  
	
  29.4

  	
  If a Financier does not
  fund

  	
   

  
	
  29.5

  	
  Company’s costs
  obligation not affected

  	
   

  
	
   

  	
   

  	
   

  
	
  30

  	
  Change of Agent or
  Security Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  30.1

  	
  Retirement

  	
   

  
	
  30.2

  	
  Removal

  	
   

  
	
  30.3

  	
  Permitted
  successors

  	
   

  
	
  30.4

  	
  When retirement
  or removal takes effect

  	
   

  
	
  30.5

  	
  Discharge of further
  obligations

  	
   

  
	
  30.6

  	
  Cost of
  appointment

  	
   

  
	
   

  	
   

  	
   

  
	
  31

  	
  Miscellaneous
  provisions relating to agency and Security Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  31.1

  	
  Security
  Trust Deed

  	
   

  
	
  31.2

  	
  Delegation by
  Agent or Security Trustee

  	
   

  



 


vi

















 


	
  31.3

  	
  Duties
  when delegating

  	
   

  
	
  31.4

  	
  Responsibility for
  delegates

  	
   

  
	
  31.5

  	
  Agent
  and Security Trustee may rely on communications and opinions

  	
   

  
	
  31.6

  	
  Force majeure

  	
   

  
	
  31.7

  	
  No responsibility
  for force majeure

  	
   

  
	
  31.8

  	
  Hedge Provider
  reporting obligations

  	
   

  
	
  31.9

  	
  Hedge Agreements and
  netting

  	
   

  
	
   

  	
   

  	
   

  
	
  32

  	
  Entitlements to payments

  	
   

  
	
   

  	
   

  	
   

  
	
  33

  	
  Distribution of payments

  	
   

  
	
   

  	
   

  	
   

  
	
  33.1

  	
  How Agent is to distribute

  	
   

  
	
  33.2

  	
  How Security
  Trustee is to distribute

  	
   

  
	
  33.3

  	
  Excess
  distributions - contingencies

  	
   

  
	
  33.4

  	
  Postponement of
  non-funding Financiers

  	
   

  
	
  33.5

  	
  Manner
  of distribution

  	
   

  
	
  33.6

  	
  Distributions
  relying on assumed receipt

  	
   

  
	
  33.7

  	
  Finance
  Party to pay over amounts received directly

  	
   

  
	
  33.8

  	
  Pro-rata
  refunds

  	
   

  
	
  33.9

  	
  Proceeds
  of litigation

  	
   

  
	
  33.10

  	
  Application
  of payments

  	
   

  
	
   

  	
   

  	
   

  
	
  34

  	
  Substitution of Financiers

  	
   

  
	
   

  	
   

  	
   

  
	
  34.1

  	
  Procedure for substitution

  	
   

  
	
  34.2

  	
  Agent
  authorised to sign Substitution Agreement

  	
   

  
	
  34.3

  	
  Delivery of
  copies

  	
   

  
	
  34.4

  	
  When a
  Substitution Agreement may not be given

  	
   

  
	
   

  	
   

  	
   

  
	
  Part 8
  General

  	
   

  
	
   

  	
   

  
	
  35

  	
  Relationships between
  parties

  	
   

  
	
   

  	
   

  	
   

  
	
  35.1

  	
  Project
  Party may assume parties have complied

  	
   

  
	
  35.2

  	
  Agent,
  Technical Bank and Security Trustee are not responsible for Financier’s
  breach

  	
   

  
	
  35.3

  	
  No
  responsibility for other’s obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  36

  	
  Dealing with interests

  	
   

  
	
   

  	
   

  	
   

  
	
  36.1

  	
  No dealing by Project Party

  	
   

  
	
  36.2

  	
  Dealings
  by Finance Party

  	
   

  
	
  36.3

  	
  Dealings
  by Security Trustee, Technical Bank or Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  37

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  37.1

  	
  Form

  	
   

  
	
  37.2

  	
  Delivery

  	
   

  
	
  37.3

  	
  When effective

  	
   

  
	
  37.4

  	
  Deemed
  receipt - postal

  	
   

  
	
  37.5

  	
  Deemed
  receipt - fax

  	
   

  



 


vii

















 


	
  37.6

  	
  Deemed
  receipt - general

  	
   

  
	
  37.7

  	
  Waiver
  of notice period

  	
   

  
	
  37.8

  	
  Copy notices

  	
   

  
	
  37.9

  	
  Electronic
  delivery

  	
   

  
	
   

  	
   

  	
   

  
	
  38

  	
  General

  	
   

  
	
   

  	
   

  	
   

  
	
  38.1

  	
  Application to Finance
  Documents

  	
   

  
	
  38.2

  	
  Prompt
  performance

  	
   

  
	
  38.3

  	
  Consents

  	
   

  
	
  38.4

  	
  Certificates

  	
   

  
	
  38.5

  	
  Set-off

  	
   

  
	
  38.6

  	
  Discretion in
  exercising rights

  	
   

  
	
  38.7

  	
  Partial exercising of
  rights

  	
   

  
	
  38.8

  	
  No
  liability for loss

  	
   

  
	
  38.9

  	
  Conflict
  of interest

  	
   

  
	
  38.10

  	
  Remedies
  cumulative

  	
   

  
	
  38.11

  	
  Indemnities

  	
   

  
	
  38.12

  	
  Rights and
  obligations are unaffected

  	
   

  
	
  38.13

  	
  Inconsistent
  law

  	
   

  
	
  38.14

  	
  Supervening
  legislation

  	
   

  
	
  38.15

  	
  Time of
  the essence

  	
   

  
	
  38.16

  	
  Variation
  and waiver

  	
   

  
	
  38.17

  	
  Confidentiality

  	
   

  
	
  38.18

  	
  Further steps

  	
   

  
	
  38.19

  	
  Counterparts

  	
   

  
	
  38.20

  	
  Governing law

  	
   

  
	
  38.21

  	
  Serving
  documents

  	
   

  
	
  38.22

  	
  Appointment of Process Agent

  	
   

  
	
  38.23

  	
  Code
  of Banking Practice

  	
   

  
	
  38.24

  	
  Preservation

  	
   

  
	
  38.25

  	
  No liability

  	
   

  
	
   

  	
   

  	
   

  
	
  39

  	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  39.1

  	
  Definitions

  	
   

  
	
  39.2

  	
  References to
  certain general terms

  	
   

  
	
  39.3

  	
  Number

  	
   

  
	
  39.4

  	
  Headings

  	
   

  
	
  39.5

  	
  Meaning
  of subsists

  	
   

  
	
  39.6

  	
  Interpretation of clause
  18.10

  	
   

  
	
  39.7

  	
  Calculation
  of Revenue

  	
   

  
	
  39.8

  	
  Operating Costs

  	
   

  
	
  39.9

  	
  Amendment to
  Consumer Price Index formula

  	
   

  
	
  39.10

  	
  Expedition
  National Park

  	
   

  
	
  39.11

  	
  Termination of Project
  Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1 -
  Conditions Precedent (clauses 2.8 and 3.5)

  	
   

  
	
   

  	
   

  
	
  Schedule 2 -
  Form of verification certificate

  	
   

  
	
   

  	
   

  
	
  Schedule 3 -
  Drawdown Notice (clause 3)

  	
   

  
	
   

  	
   

  
	
  Schedule 4 -
  Interest Period Selection Notice (clause 5)

  	
   

  



 


viii

















 


	
  Schedule 5 -
  Switch Notice

  	
   

  
	
   

  	
   

  
	
  Schedule 6 -
  Switch Certificate

  	
   

  
	
   

  	
   

  
	
  Schedule 7 -
  Insurance required (clause 19)

  	
   

  
	
   

  	
   

  
	
  Schedule
  8 - Form of Substitution Agreement (clause 34)

  	
   

  
	
   

  	
   

  
	
  Schedule 9
  - Deeds of Assignment (clause 39)

  	
   

  
	
   

  	
   

  
	
  Schedule 10 -
  GSA Completion conditions

  	
   

  
	
   

  	
   

  
	
  Schedule 11 - Hedging
  Policies

  	
   

  
	
   

  	
   

  
	
  Signing
  page

  	
   

  



 


ix

















 


Comet Ridge Project Facilities Agreement


 


Details


 


 


Interpretation
– Definitions are at the end of this agreement before the schedules.


 


	
  Parties

  	
   

  	
  Company, LR Guarantor, Recourse Guarantor, Security Provider, Security
  Trustee, Agent, Technical Bank, Financiers, Hedge Providers and Working Capital Provider,  each
  as described below.

  
	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
  Name

  	
   

  	
  Tipperary Oil & Gas (Australia) Pty Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  46 077 536 871

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Incorporated in

  	
   

  	
  Australia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 20, 307 Queen Street, Brisbane,

  Queensland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +61 7 3229 5772

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +61 7 3229 5774

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Richard A Barber

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LR Guarantor

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tipperary CSG

  	
   

  	
  Name

  	
   

  	
  Tipperary CSG, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  84 108 566 052

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Incorporated in

  	
   

  	
  Colorado

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  633 17th Street, Suite 1550, Denver,
  Colorado

  80202

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +1 303 292 3428

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +1 303 293 9379

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  David L Bradshaw

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tipperary

  	
   

  	
  Name

  	
   

  	
  Tipperary Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  66 337 311 073

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Incorporated in

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  633 17th Street, Suite 1550, Denver,
  Colorado

  80202

  



 


1

















 


	
   

  	
   

  	
  Fax

  	
   

  	
  +1 303 292 3428

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +1 303 293 9379

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  David L Bradshaw

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Slough USA

  	
   

  	
  Name

  	
   

  	
  Slough Estates USA Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Incorporated in

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  444 North Michigan Avenue, Suite 3230,

  Chicago, Illinois 60611

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +1 312 755 0717

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +1 312 755 0700

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Marshall D Lees

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOGC

  	
   

  	
  Name

  	
   

  	
  Tipperary Oil & Gas Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  18 595 169 951

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Incorporated in

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  633 17th Street, Suite 1550, Denver,
  Colorado

  80202

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +1 303 292 3428

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +1 303 293 9379

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  David L Bradshaw

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tipperary Pastoral

  	
   

  	
  Name

  	
   

  	
  Tipperary Pastoral Company Pty Ltd

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  66 107 141 980

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Incorporated in

  	
   

  	
  Australia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 20, 307 Queen Street, Brisbane, Queensland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +61 7 3229 5772

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +61 7 3229 5774

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Richard A Barber

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Recourse Guarantor

  	
   

  	
  Name

  	
   

  	
  Slough Estates plc

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Registered Number

  	
   

  	
  00167591

  



 


2

















 


	
   

  	
   

  	
  Incorporated in

  	
   

  	
  England and Wales

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  234 Bath Road, Trading Estate, Slough,

  England SL1 4EE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +44 1753 820 585

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +44 1753 537 171

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Richard D Kingston

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Security Provider

  	
   

  	
  Tipperary Pastoral, Slough USA and TOGC

  
	
   

  	
   

  	
   

  
	
  Security Trustee

  	
   

  	
  Name

  	
   

  	
  ANZ Fiduciary Services Pty Ltd

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  91 100 709 493

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 17, 530 Collins Street, Melbourne,

  Victoria

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +61 3 9273 2604

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +61 3 9273 3670

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Security Trustee - Tipperary Project

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent

  	
   

  	
  Name

  	
   

  	
  Australia and New Zealand Banking Group Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  11 005 357 522

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 17, 530 Collins Street, Melbourne,

  Victoria

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +61 3 9273 2111

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +61 3 9273 1522

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Stephen Close, Manager, Agency

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Technical Bank

  	
   

  	
  Name

  	
   

  	
  BOS International (Australia) Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  23 066 601 250

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 11, 50
  Carrington Street, Sydney, New South Wales

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +61 2 9248 2199

  



 


3

















 


	
   

  	
   

  	
  Telephone

  	
   

  	
  +61 2 9248 2104

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Senior Manager, Portfolio Control

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Working Capital Facility Provider

  	
   

  	
  Name

  	
   

  	
  Australia and New Zealand Banking Group Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  11 005 357 522

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 17, 530 Collins Street, Melbourne,

  Victoria

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +61 3 9273 3670

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +61 3 9273 2117

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Senior Manager, Transaction Management Unit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financiers and Hedge Providers

  	
   

  	
  See last page of these Details

  
	
   

  	
   

  	
   

  
	
  Obligor

  	
   

  	
  Each of the Company, Tipperary CSG and Tipperary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total of Facility Limits

  	
   

  	
  A$145,000,000 (plus, if the Working
  Capital Facility has been cancelled in full prior to the Maturity Date of the
  Recourse Facility, A$5,000,000), as reduced by the total of all
  cancellations, prepayments (other than of Drawings under the Recourse
  Facility under clause 7.2 (“Voluntary prepayment”)) and repayments (other
  than repayments prior to the Recourse Facility Maturity Date under clause 6.1
  (“Repayment of fixed amounts”)) in respect of a Facility

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facilities

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Recourse Facility

  	
   

  	
  Description

  	
   

  	
  5 year revolving, non-amortising cash advance
  facility

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facility Limit

  	
   

  	
  Prior to when a new Facility Limit for this Facility
  first becomes effective in accordance with clause 2.7 (“When change in
  Facility Limits becomes effective) or 4.7 (“When Switch becomes effective”),
  it is the Total of Facility Limits (see above) plus, if the Working Capital
  Facility has been cancelled in full prior to the Maturity Date of the
  Recourse Facility, A$5,000,000, as reduced by the total of all cancellations,
  prepayments (other than under clause 7.2 (“Voluntary prepayment”)) and
  repayments in respect of this Facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  After the first new Facility Limit for this Facility
  becomes effective in accordance with

  



 


4

















 


	
   

  	
   

  	
   

  	
   

  	
  clause 2.7 (“When change in Facility Limits becomes
  effective) or 4.7 (“When Switch becomes effective”), it is, from time to
  time, each new Facility Limit for this Facility from when it becomes
  effective as:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  •                                          reduced by the total of all cancellations, prepayments (other than
  under clause 7.2 (“Voluntary prepayment”)) and repayments in respect of this
  Facility after that new limit becomes effective; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  •                                          increased by the total of all repayments of the Limited Recourse
  Facility under clause 6.1 (“Repayment of fixed amounts”) after that new limit
  becomes effective,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  until the next new limit for this Facility becomes
  effective.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Availability period

  	
   

  	
  The period from the date of this agreement to the
  Maturity Date for this Facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Maturity Date

  	
   

  	
  The 5th anniversary of the date of this agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest Rate

  	
   

  	
  Bank Bill Rate plus a margin of 0.85% per annum.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest Periods (clause 5)

  	
   

  	
  30, 60, 90 or 180 days or such other
  period as the Agent may agree.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Purpose

  	
   

  	
  To fund:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (a)                                  on the first Drawdown Date, repayment of the Slough Loans in a
  total amount of up to A$100,000,000;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (b)                                 a loan in a total amount of up to A$6,000,000 by the Company to
  Tipperary Pastoral to fund the acquisition of the Shelton Land;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (c)                                  Corporate Costs, Project Costs and Operating Costs, but only up to
  the amounts and in the periods contemplated in the Agreed Development Plan
  and the Base Case Financial Model; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (d)                                 establishment fees, interest, legal fees

  



 


5

















 


	
   

  	
   

  	
   

  	
   

  	
  and costs,
  charges and expenses payable or reimbursable to the Finance Parties under the
  Finance Documents.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Drawdowns

  	
   

  	
  Minimum A$1,000,000 and, if more, a whole multiple
  of A$1,000,000.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prepayment (clause 7)

  	
   

  	
  Prepayments are permitted under clause 7.2
  (“Voluntary prepayment”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Limited Recourse Facility

  	
   

  	
  Description

  	
   

  	
  Non-revolving, amortising, cash advance facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facility Limit

  	
   

  	
  Prior to when a new Facility Limit for this Facility
  first becomes effective in accordance with clause 2.7 (“When change in
  Facility Limits becomes effective) or 4.7 (“When Switch becomes effective”),
  it is zero.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  After the first new Facility Limit for this Facility
  becomes effective in accordance with clause 2.7 (“When change in Facility
  Limits becomes effective) or 4.7 (“When Switch becomes effective”), it is,
  from time to time, each new Facility Limit for this Facility from when it
  becomes effective as reduced by the total of all cancellations, prepayments
  and repayments in respect of this Facility after that new limit becomes
  effective until the next new limit for this Facility becomes effective.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Availability period

  	
   

  	
  The period from the date of this agreement to the
  Maturity Date of the Recourse Facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Repayment Dates and Instalment Amounts

  	
   

  	
  On each Repayment Date (14 February and 14 August in
  each year, commencing with 14 August 2007 or such earlier 14 February or 14
  August as may be requested by the Company prior to the First Recalculation
  Date and agreed by the Agent), the applicable Instalment Amount must be
  repaid.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Maturity Date

  	
   

  	
  31 March 2014

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest Rate

  	
   

  	
  Bank Bill Rate plus the margin in the following
  table which corresponds to the LLCR as at the most recent Calculation Date:

  



 


6

















 


	
   

  	
   

  	
   

  	
   

  	
  LLCR

  	
   

  	
  Margin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  LLCR >2.30:1

  	
   

  	
  1.70

  	
  % per annum

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  2.30:1> LLCR > 2.00:1

  	
   

  	
  2.10

  	
  % per annum

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  LLCR < 2.00:1

  	
   

  	
  2.50

  	
  % per annum

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest Periods 
  (clause 5)

  	
   

  	
  30, 60, 90 or 180 days or such other period as the
  Agent may agree.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Purpose

  	
   

  	
  For the same purpose as in paragraphs (c) and (d) of
  the Recourse Facility (see above).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Drawdown

  	
   

  	
  Minimum A$1,000,000 and a whole multiple of
  A$1,000,000.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prepayment (clause 7)

  	
   

  	
  Prepayments are permitted under clause 7.2
  (“Voluntary prepayment”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fees

  (also see clause 11)

  	
   

  	
  Commitment fee

  	
   

  	
  0.425% per annum, calculated from the date of this
  agreement on the daily balance of the total of the Undrawn Facility Limits of
  the Recourse Facility and Limited Recourse Facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Agency fee

  	
   

  	
  As set out and payable in accordance with a letter
  from the Agent to the Company dated on or about the date of this agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Arranging fee

  	
   

  	
  As set out and payable in accordance with the JLA
  Fee Letter.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Underwriting fee

  	
   

  	
  As set out and payable in accordance with the JLA
  Fee Letter.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Security Trustee fee

  	
   

  	
  As set out and payable in accordance with a letter
  from the Security Trustee to the Company dated on or about the date of this
  agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Technical Bank fee

  	
   

  	
  As set out and payable in accordance with a letter
  from the Technical Bank to the Company dated on or about the date of this agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Substitution fee

  	
   

  	
  A$3,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Security

  	
   

  	
  includes:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     the Guarantee;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     the Slough Indemnity;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     the Deeds of Security;

  



 


7

















 


	
   

  	
   

  	
  •     the US Security;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     the Land Mortgage;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     any Collateral Security (as
  defined in any other Security).

  
	
   

  	
   

  	
   

  
	
  Transaction
  Documents

  	
   

  	
  include:

  
	
   

  	
   

  	
  •     the Finance Documents;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     the Project Documents;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     the Mortgaged Documents.

  
	
   

  	
   

  	
   

  
	
  Business Day
  place(s)

  	
   

  	
  Sydney, Melbourne and Brisbane

  
	
   

  	
   

  	
   

  
	
  Governing law

  	
   

  	
  New South Wales

  
	
   

  	
   

  	
   

  
	
  Date of agreement

  	
   

  	
  See Signing page

  



 


Financiers and Hedge Providers


 


	
  Name and details

  	
   

  	
  Initial

  Commitment -

  Recourse Facility

  	
   

  	
  Initial

  Commitment -

  Limited Recourse

  Facility

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
  A$

  	
   

  	
  A$

  	
   

  	
  A$

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Australia
  and New Zealand

  Banking Group Limited

  (ABN 11 005 357 522)

  Level 17, 530 Collins

  Street, Melbourne, Victoria

  Fax: +61 3 9273 3670

  Telephone: +61 3 9273

  2117

  Attention: Senior Manager,

  Transaction Management Unit

  	
   

  	
  72,500,000

  	
   

  	
  Nil

  	
   

  	
  72,500,000

  	
   

  



 


8

















 


	
  Name and details

  	
   

  	
  Initial

  Commitment -

  Recourse Facility

  	
   

  	
  Initial

  Commitment -

  Limited Recourse

  Facility

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
  A$

  	
   

  	
  A$

  	
   

  	
  A$

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BOS
  International

  (Australia) Limited

  (ABN 23 066 601
  250)
Level 11, 50 Carrington

  Street, Sydney, New South

  Wales
Fax: +61 2 9248 2199

  Telephone: +61 2 9248

  2104

  Attention: Senior Manager,

  Portfolio Control

  	
   

  	
  72,500,000

  	
   

  	
  Nil

  	
   

  	
  72,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total A$

  	
   

  	
  145,000,000

  	
   

  	
  Nil

  	
   

  	
  145,000,000

  	
   

  



 


9

















 


Comet
Ridge Project Facilities Agreement


 


General
terms


 


 


Interpretation – Definitions
are at the end of this agreement before the schedules.


 


Part 1 The
Facilities


 


1                                          The
Facilities and Facility Limits


 


1.1                                Financiers
to fund


 


Each Financier agrees to provide its Proportion of
financial accommodation requested by the Company under this agreement.


 


1.2                                Maximum
accommodation


 


The maximum total amount of financial accommodation
available to the Company under this agreement is the total of the Facility
Limits.


 


2                                          Facility
Limit - Limited Recourse Facility


 


2.1                                When
Facility Limit will be recalculated


 


Subject to clause 2.8, if the
Recalculation Condition has been satisfied, the Facility Limit of the Limited
Recourse Facility will be recalculated by the Agent (after consultation with
the Independent Reserves Engineer) in accordance with clause 2.2 (“How Facility
Limits will be recalculated”) as at:


 


(a)                                   each subsequent Calculation Date occurring
prior to the Maturity Date of the Recourse Facility; and


 


(b)                                  each other date prior to the Maturity Date of
the Recourse Facility requested by the Company and agreed by the Agent.  The Agent will agree to recalculate as at a
requested date if:


 


(i)                                      the requested recalculation date is after the date
of the request and at least 5 Business Days prior to the next Interest Payment
Date for Drawings under the Recourse Facility; and


 


(ii)                                   it is satisfied that since the most recent
Calculation Date referred to in clause 2.1(a):


 


(A)                                sufficient Accepted Gas Sale Agreements have
been put in place; and


 


(B)                                  GSA Completion has occurred with respect to
those agreements,


 


10

















 


to enable the
Facility Limit for the Limited Recourse Facility to increase (as a result of a
recalculation under this clause 2) by at least A$5,000,000.


 


2.2                                How Facility Limits will be
recalculated


 


The Facility Limit of the
Limited Recourse Facility is to be recalculated as at each Calculation Date
referred to in clause 2.1(a) (“When Facility Limit will be recalculated”) and
each recalculation date agreed under clause 2.1(b) (“When Facility Limit will
be recalculated”) to be the greater of:


 


(a)                                   the
Facility Limit of the Limited Recourse Facility immediately prior to recalculation under this
clause; and


 


(b)                                  the Facility Limit equal to the largest
possible total Drawings under the Limited Recourse Facility (as at the
applicable dates below) which the Agent determines would give rise to:


 


(i)                                      all of:


 


(A)                                a Project Life Cover Ratio of at least 2.0:1;


 


(B)                                  a Loan Life Cover Ratio of at least 1.7:1; and


 


(C)                                  a Debt Service Cover Ratio of at least 1.5:1,


 


as at that
Calculation Date (if being recalculated under clause 2.1(a) (“When Facility
Limit will be recalculated”)) or as at the next Calculation Date (if being
recalculated under clause 2.1(b) (“When Facility Limit will be recalculated”));
and


 


(ii)                                   a Debt Service Cover Ratio of at least 1.5:1 as
at each subsequent Calculation Date (whether being recalculated under clause
2.1(a) or (b) (“When Facility Limit will be recalculated”)),


 


rounded down to the
closest integral multiple of A$1,000,000.


 


2.3                                Decrease of Facility Limit of Limited
Recourse Facility


 


(a)                                   The Company and the Recourse Guarantor may at
any time request a decrease in the Facility Limit of the Limited Recourse
Facility.


 


(b)                                  However, if following the decrease in the
Facility Limit of the Limited Recourse Facility, the total Drawings under the
Limited Recourse Facility at that time will be greater than the Facility Limit
of the Limited Recourse Facility at that time (the difference between the two
being the “Mandatory LR Switch Amount”),
the Company must also give the Agent a Switch Notice (at the same time as it
requests the decrease) requesting the Switch of an amount equal to the Mandatory
LR Switch Amount from Drawings under the Limited Recourse Facility to Drawings
under the Recourse Facility, with effect from when the decrease is to take
effect.


 


(c)                                   The Agent will agree to a request made under
clause 2.3(a) if it is satisfied that:


 


11

















 


(i)                                      (date of
request) the request is made at least 5 Business Days prior to the
next Interest Payment Date for Drawings under the Recourse Facility; and


 


(ii)                                   (Switch
Notice given) a correct Switch Notice has been given under clause
2.3(b) (if applicable) and clauses 4.2 (“Requesting a Switch”) and 4.3 (“Effect
of a Switch Notice”); and


 


(iii)                                (Lock up
ratios maintained)  following
the decrease, each Financial Ratio will be greater than its corresponding Lock
Up Ratio as at each Calculation Date after the date of the request.


 


2.4                                Satisfaction of recalculation and
Switch conditions


 


The Agent will
only give a notification under clause 2.5 (“Notice of change in Facility
Limits”) for a Calculation Date referred to in clause 2.1(a) (“When Facility
Limits will be recalculated”) or other recalculation date agreed under clause
2.1(b) (“When Facility Limits will be recalculated”) and its contents will only
take effect in accordance with clause 2.7 (“When change in Facility Limit
becomes effective”) if the Agent is satisfied that on the date it is to give
the notice and on the date its contents are to take effect that:


 


(a)                                   the Maturity Date for the Recourse Facility
will not have occurred;


 


(b)                                  the total Drawings under the Limited Recourse Facility after the
Switch takes effect will not be greater than the Facility Limit for the Limited
Recourse Facility at that time;


 


(c)                                   the representations and warranties in clause 17
(“Representations and warranties”) are correct and not misleading at the date
of the notice and at the date the Switch is to take effect; and


 


(d)                                  no Event of Default, Potential Event of Default or Review Event
subsists, or would result from the Switch taking effect;  and


 


(e)                                   there has been no material adverse change in any of the following
since the date of the most recent drawdown:


 


(i)                                      the business, assets (in the case of Tipperary, Project Assets
only), operations, financial condition or projected cashflows of an Obligor,
Tipperary Pastoral, the Recourse Guarantor or the Project; or


 


(ii)                                   the ability of a Project Party to comply with its obligations under
any Transaction Document; or


 


(iii)                                the rights of a Finance Party under a Finance Document; or


 


(iv)                               the value of the property secured by a Security; or


 


(v)                                  the enforceability of a Transaction Document; and


 


(f)                                     the
Agent has received all other documents and other information it reasonably
requests.


 


12

















 


2.5                                Notice of change in Facility
Limits


 


If:


 


(a)                                   following a recalculation referred to in clause
2.1 (“When Facility Limit will be recalculated”) a Facility will have a new
Facility Limit then, subject to clause 2.4 (“Satisfaction of recalculation and
automatic Switch conditions”); or


 


(b)                                  the Agent agrees to a request made under clause
2.3 (“Decrease of Facility Limit of Limited Recourse Facility”),


 


then the Agent will
notify the Financiers, the Company and the Recourse Guarantor of:


 


(c)                                   (new Facility
Limit of Limited Recourse Facility) the new Facility Limit (if any)
of the Limited Recourse Facility calculated in accordance with clause 2.2 (“How
Facility Limits will be recalculated”) or clause 2.3 (“Decrease of Facility
Limit of Limited Recourse Facility”);


 


(d)                                  (new Facility
Limit of Recourse Facility) the new Facility Limit (if any) of the
Recourse Facility, which will be equal to the difference between:


 


(i)                                      the Total of Facility Limits (as set out in the
Details); and


 


(ii)                                   the revised Facility Limit of the Limited
Recourse Facility notified under clause 2.5(c);


 


(e)                                   (Switch from
Recourse Facility to Limited Recourse Facility) if:


 


(i)                                      the revised Facility Limit of the Recourse
Facility notified under clause 2.5(d) is less than the total Drawings under the
Recourse Facility as at the time of the notice (the difference between the two
being the “Mandatory Recourse Minimum Switch
Amount”); or


 


(ii)                                   the recalculation occurs under:


 


(A)                                clause 2.1(a) and as at the relevant
Calculation Date an Accepted Gas Sale Agreement is to be taken into account for
the first time; or


 


(B)                                  clause 2.1(b),


 


and the revised
Facility Limit of the Limited Recourse Facility notified under clause 2.5(c) is
greater than the total Drawings under the Limited Recourse Facility as at the
time of the notice (the difference between the two being the “Mandatory Limited Recourse Switch Amount”),


 


the amount of the
Mandatory Recourse Switch Amount (being the lesser of (i) the greater of the
Mandatory Recourse Minimum Switch Amount (if any) and the Mandatory Limited
Recourse Switch Amount (if any), and (ii) the total Drawings under the Recourse
Facility as at the time of


 


13

















 


the notice) to be
Switched from Drawings under the Recourse Facility to Drawings under the
Limited Recourse Facility;


 


(f)                                     (new
Commitments etc) the new:


 


(i)                                      Commitments of each Financier;


 


(ii)                                   Drawn Commitments of each Financier; and


 


(iii)                                total Drawings,


 


for each Facility (if any)
(including, if applicable, after the Switch of any Mandatory LR Switch Amount
or Mandatory Recourse Switch Amount); and


 


(g)                                  (new Fixed
Repayment Schedule) if the new Facility Limit notified for the
Limited Recourse Facility is higher than its Facility Limit immediately prior
to notification, the revised Fixed Repayment Schedule determined by the Base
Case Financial Model.


 


The new limits, commitments,
drawn commitments and drawings advised in any notice under this clause will
take into account any prior cancellations, prepayments and repayments of each
Facility under this agreement since the later of:


 


(h)                                  the last change that became effective under
clause 2.7 (“When change in Facility Limits becomes effective”); and


 


(i)                                      the last Switch that became effective under
clause 4.7 (“Switch becomes effective”).


 


2.6                                When Agent will give notice


 


Subject to timely receipt of
all information and documents necessary to do so, the Agent agrees to give any
notice it is to give under clause 2.5 (“Notice of change in Facility Limits”)
at least 5 Business Days prior to when its contents will take effect in
accordance with clause 2.7 (“When change in Facility Limits becomes
effective”).


 


2.7                                When change in Facility Limits becomes
effective


 


Subject to clause 2.4
(“Satisfaction of recalculation and automatic Switch conditions”), any:


 


(a)                                   new Facility Limit of the Limited Recourse
Facility;


 


(b)                                  new Facility Limit of the Recourse Facility;


 


(c)                                   Switching of a Mandatory LR Switch Amount the
subject of a Switch Notice;


 


(d)                                  Switching of a Mandatory Recourse Switch
Amount;


 


(e)                                   new Commitments and Drawn Commitments of each
Financier for each Facility and the new total Drawings for each Facility; and


 


14

















 


(f)                                     new Fixed Repayment Schedule,


 


in or attached to
any notice under clause 2.5 (“Notice of change in Facility Limits”) take effect
(and are binding on the parties) on and from:


 


(g)                                  for a calculation under clause 2.1(a) (“When
Facility Limit will be recalculated”), the next Repayment Date; and


 


(h)                                  for a calculation under clause 2.1(b) (“When
Facility Limit will be recalculated”) and for a request made under clause 2.3
(“Decrease of Facility Limit of Limited Recourse Facility”), the next Interest
Payment Date for Drawings under the Recourse Facility or such other date as may
be requested by the Company and agreed by the Agent.


 


2.8                                Conditions
to first
recalculation


 


(a)                                   The first recalculation of the Facility Limit of the Limited
Recourse Facility will not take place until:


 


(i)                                      the Agent has received:


 


(A)                                every item listed in part 2 of schedule 1 (“Conditions precedent”)
in form and substance satisfactory to the Agent; and


 


(B)                                  all other documents and other information it reasonably requests;
and


 


(ii)                                   if so required by the Agent, the Base Case Financial Model has been
amended in a manner satisfactory to the Agent; and


 


(iii)                                the Finance Documents have been amended (other than a change to a
Facility Limit, the margin payable on the Recourse Facility and the Limited
Recourse Facility and a change to a Maturity Dates) in a manner satisfactory to
the Agent; and


 


(iv)                               the Agent has, at or about the time as at which clause 2.8(a)(i)(A)
is satisfied, approved the making available of the Limited Recourse Facility.


 


(b)                                  Any item required to be certified must be certified by a secretary
or a director or other officer of the relevant Obligor, Security Provider or
Recourse Guarantor (as applicable) as being true and complete as at a date no
earlier than the date of this agreement.


 


(c)                                   The
Agent agrees to notify the Company as soon as practicable after the Agent
receives the final item in part 2 of schedule 1 (“Conditions precedent”) in
form and substance satisfactory to it.


 


2.9                                Benefit
of conditions


 


Each condition to recalculation is for the sole
benefit of the Financiers and may be waived by the Agent.


 


15

















 


3                                          Using
the Facilities


 


3.1                                Drawing
down


 


The Company need not use any Facility.  However, if the Company wants to use a
Facility, it may do so by one or more drawdowns.


 


3.2                                Requesting
a drawdown


 


If the Company wants a drawdown, it agrees to give a
Drawdown Notice to the Agent by 11am on the third Business Day before the day
it wants the drawdown.


 


3.3                                Effect of a Drawdown Notice


 


A Drawdown Notice is effective when the Agent actually
receives it in legible form.  An
effective Drawdown Notice is irrevocable.


 


3.4                                Conditions to first drawdown under Recourse Facility


 


(a)                                   The Company agrees not to request the first drawdown under the
Recourse Facility and the Financiers are not obliged to provide it until the
Agent has received every item listed in part 1 of schedule 1 (“Conditions
precedent”) in form and substance satisfactory to the Agent.


 


(b)                                  Any item required to be certified must be certified by a secretary
or a director or other officer of the relevant Obligor, Security Provider or
Recourse Guarantor (as applicable) as being true and complete as at a date no
earlier than the date of this agreement.


 


(c)                                   The Agent agrees to notify the Company as soon as practicable after
the Agent receives the final item in part 1 of schedule 1 (“Conditions
precedent”) in form and substance satisfactory to it.


 


3.5                                Conditions to all drawdowns


 


A Financier need not provide any financial
accommodation unless:


 


(a)                                   it is to be provided during the availability period set out in the
Details for the relevant Facility; and


 


(b)                                  the Financier’s Drawn Commitment for a Facility after providing the
accommodation would not be greater than its Commitment for the Facility.


 


If a notice has been given under clause 2.5
(“Notice of change in Facility Limits”) and/or a Switch Certificate has been
given under clause 4.6 (“Switch Certificate”), the contents of which are yet to
take effect at the time of the Drawdown Notice or at the date the accommodation
is to be provided, then this condition must also be satisfied (as at the time
of the Drawdown Notice and the date the accommodation is to be provided) on the
assumption that the contents of the notice or notices have in fact taken effect
as at the time of the Drawdown Notice and as at the date the accommodation is
to be provided; and


 


(c)                                   the Agent has received a Drawdown Notice in respect of it; and


 


16

















 


(d)                                  the Agent is satisfied that the representations and warranties in
clause 17 (“Representations and warranties”) and in the Drawdown Notice
and the statements in the Drawdown Notice are correct and not misleading at the
date of the Drawdown Notice and at the date the accommodation is provided; and


 


(e)                                   the Agent is satisfied that no Event of Default, Potential Event of
Default or Review Event subsists, or would result from the accommodation being
provided;  and


 


(f)                                     the Agent is satisfied that there has been no material adverse
change in any of the following since the date of the most recent drawdown:


 


(i)                                      the business, assets (in the case of Tipperary, Project Assets
only), operations, financial condition or projected cashflows of an Obligor,
Tipperary Pastoral, the Recourse Guarantor or the Project; or


 


(ii)                                   the ability of a Project Party to comply with its obligations under
any Transaction Document; or


 


(iii)                                the rights of a Finance Party under a Finance Document; or


 


(iv)                               the value of the property secured by a Security; or


 


(v)                                  the enforceability of a Transaction Document; and


 


(g)                                  the Agent has received all other documents and other information it
reasonably requests.


 


3.6                                Benefit
of conditions


 


Each condition to drawdown is for the sole benefit of
the Financiers and may be waived by the Agent.


 


3.7                                Number
of Drawings


 


The Company must ensure that there are no more than
six Drawings under a Facility outstanding at any one time.


 


4                                          Switching


 


4.1                                When
Company may request a Switch


 


The Company may request at any time prior to the
Maturity Date of the Recourse Facility:


 


(a)                                   (Switch from Recourse Facility to
Limited Recourse Facility) a Drawing under the Recourse Facility to
be Switched from a Drawing under the Recourse Facility to a Drawing under the
Limited Recourse Facility; and


 


(b)                                  (Switch from Limited Recourse
Facility to Recourse Facility) 
a Drawing under the Limited Recourse Facility to be switched from a


 


17

















 


Drawing under the Limited Recourse Facility
to a Drawing under the Recourse Facility.


 


4.2                                Requesting
a Switch


 


If the Company wants a Switch, it agrees to
give a Switch Notice to the Agent by 11am on the third Business Day before the
day it wants the Switch.


 


4.3                                Effect
of a Switch Notice


 


A Switch Notice is effective when the Agent
actually receives it in legible form. 
An effective Switch Notice is irrevocable.


 


4.4                                Conditions of Switch to Limited Recourse Facility


 


For a Switch requested in accordance with clause
4.1(a) (“When Company can request a Switch”), a Switch Certificate will only be
issued under clause 4.6 (“Switch Certificate”) and its contents will only take
effect in accordance with clause 4.7 (“When Switch becomes effective”) if the
Agent is satisfied that on the date the Switch Certificate is to be given and
on the date the Switch is to take effect that:


 


(a)                                   the Maturity Date of the Recourse Facility has not occurred;


 


(b)                                  the total Drawings under the Limited Recourse Facility after the
Switch takes effect will not be greater than the Facility Limit for the Limited
Recourse Facility at that time;


 


(c)                                   the Agent has received a Switch Notice in respect of it;


 


(d)                                  the representations and warranties in clause 17
(“Representations and warranties”) and in the Switch Notice and the statements
in the Switch Notice are correct and not misleading at the date of the Switch
Notice and at the date the Switch is to take effect; and


 


(e)                                   no Event of Default, Potential Event of Default or Review Event
subsists, or would result from the Switch taking effect;  and


 


(f)                                     there has been no material adverse change in any of the following
since the date of the most recent drawdown:


 


(i)                                      the business, assets (in the case of Tipperary, Project Assets
only), operations, financial condition or projected cashflows of an Obligor,
Tipperary Pastoral, the Recourse Guarantor or the Project; or


 


(ii)                                   the ability of a Project Party to comply with its obligations under
any Transaction Document; or


 


(iii)                                the rights of a Finance Party under a Finance Document; or


 


(iv)                               the value of the property secured by a Security; or


 


(v)                                  the enforceability of a Transaction Document; and


 


18

















 


(g)                                  the Agent has received all other documents and other information it
reasonably requests.


 


4.5                                Conditions of Switch to Recourse Facility


 


For a Switch requested in accordance with clause
4.1(b) (“When Company may request a Switch”), a Switch Certificate will only be
issued under clause 4.6 (“Switch Certificate”) and its contents will only take
effect in accordance with clause 4.7 (“When Switch becomes effective”) if the
Agent is satisfied that on the date the Switch Certificate is to be given and
on the date the Switch is to take effect that:


 


(a)                                   the Maturity Date of the Recourse Facility has not occurred; and


 


(b)                                  where the request is made pursuant to clause 2.3(b) (“Decrease of
Facility Limit of Limited Recourse Facility”), the Agent has agreed to the
corresponding request under clause 2.3(a) (“Decrease of Facility Limit of
Limited Recourse Facility”) in accordance with clause 2.3(c) (“Decrease of
Facility Limit of Limited Recourse Facility”); and


 


(c)                                   the total Drawings under the Recourse Facility after the Switch
takes effect will not be greater than the Facility Limit for the Recourse
Facility at that time; and


 


(d)                                  the Agent has received a Switch Notice in respect of it.


 


4.6                                Switch
Certificate


 


Subject to clause 4.4 (“Conditions of
Switch to Limited Recourse Facility”) and clause 4.5 (“Conditions of Switch to
Recourse Facility”), within 5 Business Days of receipt of a Switch Notice in
accordance with clause 4.1 (“When Company may request a Switch”), the Agent
will (subject to clause 4.7(b) (“When Switch becomes effective”)) issue a
Switch Certificate to the Financiers, the Company and the Recourse Guarantor
which sets out the
new:


 


(a)                                   Drawn Commitments of each Financier; and


 


(b)                                  total Drawings,


 


for each Facility
after the Switch.


 


The new Drawn Commitments and
Drawings advised in any notice under this clause will take into account any
cancellations, prepayments and repayments of each Facility under this agreement
since the later of:


 


(a)                                 the date the last Switch became
effective under clause 4.7; and


 


(b)                                  the date the last change became effective under
clause 2.7 (“When change in Facility Limits becomes effective”).


 


4.7                                When Switch becomes effective


 


(a)                                   Save when clause 4.7(b) applies, the Switch and
the new Drawn Commitments and Drawings notified in a Switch Certificate take
effect (and are binding on the parties) on and from the first Interest Payment


 


19

















 


Date under the
Facility from which the Switch is to occur occurring after the date 2 Business
Days after the date of the Switch Certificate.


 


(b)                                  For Switch Notices given in accordance with
clause 2.3(b) (“Decrease of Facility Limit of Limited Recourse Facility”), the
corresponding notice (if any) given under clause 2.5 (“Notice of change in
Facility Limits”) is taken to constitute a Switch Certificate given under
clause 4.6 (“Switch Certificate”), which takes effect in accordance with clause
2.7 (“When change in Facility Limits becomes effective”).  Switch Certificates cannot be issued under
this clause for Switch Notices given in accordance with clause 2.3(b)
(“Decrease of Facility Limit of Limited Recourse Facility”).


 


Part 2 Facilities


 


If there is more than one Facility, this Part applies to each of them
unless otherwise indicated.


 


5                                          Interest


 


5.1                                Interest
charges


 


Subject to clause 5.5, the Company agrees to pay
interest on each Drawing for each of its Interest Periods at the applicable
Interest Rate.  Interest:


 


(a)                                   accrues daily from (and including) the first day of an Interest
Period to (but excluding) the last day of the Interest Period, taking into
account on each such day whether that Drawing is outstanding under the Recourse
Facility or the Limited Recourse Facility on that day; and


 


(b)                                  is payable on each Interest Payment Date; and


 


(c)                                   is calculated on actual days elapsed and a year of 365 days.


 


5.2                                Notification of Interest Period


 


An Interest Period for a Drawing is:


 


(a)                                   for the first Interest Period, the period specified in the Drawdown
Notice; and


 


(b)                                  for each subsequent Interest Period, the period specified in an
Interest Period Selection Notice given by the Company to the Agent by 11am
on the third Business Day before the last day of the current Interest
Period.  (Once given, it is
irrevocable.)


 


However, in each case, the specified period must be
one that is set out in the Details.


 


If the Company does not give the Agent an Interest
Period Selection Notice by the required time, the subsequent Interest Period is
the same length as the Interest Period which immediately precedes it (or it is
the period until the applicable Maturity Date, if that is shorter than the
preceding Interest Period).


 


20

















 


5.3                                Selection of Interest Period


 


The Company must select Interest Periods so that
repayments and prepayments may be made on the last day of Interest Periods
which are sufficient to satisfy its obligations under clauses 6 and 7.


 


5.4                                When Interest Periods begin and end


 


An Interest Period for a Drawing begins:


 


(a)                                   for the first Interest Period, on its Drawdown Date; and


 


(b)                                  for each subsequent Interest Period, on the day when the preceding
Interest Period for the Drawing ends.


 


An Interest Period which would otherwise end on a day
which is not a Business Day ends on the next Business Day (unless that day
falls in the following month, in which case the Interest Period ends on the
previous Business Day).  However, an
Interest Period which would otherwise end after the Maturity Date ends on the
Maturity Date.


 


5.5                                Capitalisation of interest


 


The Company may by notice to the Agent not later than
11am on the third Business Day prior to an Interest Payment Date for a Drawing
under the Recourse Facility request that the interest due on that date be capitalised.  If on the date of that notice and on the
Interest Payment Date the Company is entitled to make a Drawing under the
Recourse Facility in an amount equal to the interest so due, the Company is
taken:


 


(a)                                   to have made a Drawing in an amount equal to the interest so due
with an Interest Period the same length as the Interest Period of the relevant
Drawing on which the interest has accrued; and


 


(b)                                  to have applied that Drawing in paying the interest so due.


 


Once given, a notice under this clause 5.5
is irrevocable.


 


5.6                                Notice
taken to be given


 


Prior to the First Repayment Date, the Company is
taken to have given a notice under clause 5.5 in respect of each Drawing under
the Recourse Facility unless:


 


(a)                                   the Company notifies the Agent not later than 11am on the third
Business Day prior to the applicable Interest Payment Date for that Drawing
that interest is not to be capitalised for that Drawing; or


 


(b)                                  on that Interest Payment Date the Company is not entitled to make a
Drawing under the Recourse Facility in an amount equal to the interest so due.


 


21

















 


6                                          Amortisation of Limited Recourse Facility


 


6.1                                Repayment of fixed amounts


 


The Company agrees to repay the Limited Recourse
Facility on each Repayment Date by the applicable Instalment Amount.


 


6.2                                Reduction of Financiers’ Commitments


 


The Facility Limit for the Limited Recourse Facility
is reduced by amounts repaid under clause 6.1 (“Repayment of fixed amounts”) or
obliged to be repaid (on the date they are obliged to be repaid).  Each Financier’s Commitment also reduces by
the Financier’s Proportion of the amount repaid or obliged to be repaid (on the
date it is obliged to be repaid) after that date.


 


7                                          Repaying
and prepaying


 


7.1                                Repayment


 


The Company agrees to repay the total of the Drawings
for each Facility on its Maturity Date.


 


7.2                                Voluntary
prepayment


 


The Company may:


 


(a)                                   prepay a Drawing under the Recourse Facility at any time; or


 


(b)                                  prepay a Drawing under the Limited Recourse Facility on a Repayment
Date,


 


as follows:


 


(c)                                   except in the case of prepayments under clauses 7.3 and 7.4, the
prepayment amount must be at least A$1,000,000 and a whole multiple of
A$1,000,000; and


 


(d)                                  the Company must also pay all accrued interest on the Drawing; and


 


(e)                                   the Company must notify the proposed prepayment to the Agent by 11am
on the fifth Business Day before the prepayment.  (Once given, a notice of prepayment is irrevocable and the
Company is obliged to prepay in accordance with the notice.)


 


If prepayment is made on the last day of the Interest
Period for the Drawing, no break costs are payable. However, if the Company
prepays on a day other than the last day of the Interest Period for the
Drawing, it may be liable for break costs - see clause 22.2 (“Indemnity”).


 


7.3                                Mandatory prepayments - Distributions


 


The Company must, on each Repayment Date on which the
Company applies any amount in accordance with clause 16.6 (“Proceeds Account -
Distributions”), prepay Drawings under the Limited Recourse Facility from the
amount to be so applied in an amount equal to at least 25% of the total amount
to be applied under that clause on that date.


 


22

















 


7.4                                Mandatory prepayment - Review Event


 


If a Financier gives a notice to the Company under
clause 20.2 (“Consequences of a Review Event”), the Company must prepay the
Amount Owing to that Financier on the date specified in that notice.  On and from that date the Facility Limits
for each Facility reduces by that Financier’s Proportion of the Drawings under
each of them immediately before payment of the Amount Owing and that
Financier’s Commitment in respect of the Recourse Facility and the Limited
Recourse Facility is reduced to zero.


 


7.5                                Prepayment and the Facility Limits


 


(a)                                   The Facility Limit of the Limited Recourse Facility is reduced by
amounts of Drawings under it which are prepaid in addition to the amortisation
under clause 6 (“Amortisation of Limited Recourse Facility”)).


 


(b)                                  The Facility Limit of the Recourse Facility is not reduced by
amounts prepaid.


 


7.6                                Effect of prepayment under Limited Recourse Facility


 


An amount prepaid under the Limited Recourse Facility
(including any amount prepaid in accordance with clauses 7.2 (“Voluntary
prepayment”), clause 7.3 (“Mandatory prepayments - Distributions”) and clause
7.4 (“Mandatory Prepayment - Review Event”)) is to be applied first against the
then final Instalment Amount due under clause 6 (“Amortisation of Limited
Recourse Facility”) and then successively against the remaining Instalment
Amounts in reverse order to the order in which the Instalment Amounts are due
to be paid.


 


8                                          Reliquifying
Bills


 


8.1                                Obligation
to draw Bills


 


The Company agrees to draw Bills when and in the form
required by the Agent on behalf of a Financier.  However:


 


(a)                                   the discounted value of those Bills, when added to the total of the
discounted value of all other Bills drawn as required by the Agent on behalf of
the Financier under this clause 8 and which are unmatured or unpresented, may
not exceed the Financier’s Proportion of the Drawing to which the Bills relate;
and


 


(b)                                  no Bill is to be drawn which would mature after the Maturity Date
for the Facility in respect of which the Bill is to be drawn.


 


In addition, the total discounted value of Bills which
a Substitute Financier is entitled to have drawn with recourse to the Company
for the purpose of this clause 8 is reduced by the total discounted value of
all unmatured or unpresented Bills drawn in respect of the relevant Retiring Financier
which relate to the obligations assumed by the Substitute Financier and which
are drawn with recourse to the Company. 
Any other Bill drawn in respect of the Substitute Financier must
expressly state that it is drawn without recourse to the Company.


 


23

















 


8.2                                Financier
as attorney


 


The Company irrevocably appoints each Financier and
each Authorised Officer of each Financier individually as its attorney to draw
the Bills in accordance with clause 8.1 and agrees to ratify all action taken
by an attorney under this clause 8.2.


 


8.3                                Termination


 


The Company’s obligation to draw Bills ceases, and the
appointment of a Financier and its Authorised Officers as attorney for this
purpose is revoked, on payment by the Company of all amounts owing to that
Financier under this agreement.


 


8.4                                Indemnity
by Financier


 


Each Financier unconditionally and irrevocably
indemnifies the Company against liability or loss arising from, and any Costs
and Taxes incurred in connection with, any Bill having recourse to the Company
drawn at the Financier’s request under this clause 8.  Each Financier agrees to pay amounts due
under this indemnity to the Company on demand.


 


Part 4 Standard terms - all Facilities


 


9                                          Payments


 


9.1                                Manner
of payment


 


Despite any other provision of a Finance Document, the
Obligor agrees to make payments (including by way of reimbursement) under each
Finance Document:


 


(a)                                   on
the due date (or, if that is not a Business Day, on the next Business Day
unless that day falls in the following month or after the Maturity Date, in
which case, on the previous Business Day);and


 


(b)                                  not later than 10am in the place for payment; and


 


(c)                                   in Australian dollars in immediately available funds; and


 


(d)                                  in full without set-off or counterclaim, and without any deduction
in respect of Taxes unless prohibited by law; and


 


(e)                                   to the Security Trustee by payment into the account nominated by the
Security Trustee, or by payment as the Security Trustee otherwise directs.


 


If the Security Trustee directs the Obligor to pay a
particular party or in a particular manner, the Obligor is taken to have
satisfied its obligation to the Security Trustee by paying in accordance with
the direction.


 


The Obligor satisfies a payment obligation only when
the Security Trustee or the person to whom it has directed payment receives the
amount (even if the Obligor pays the amount directly to a Financier or a
Financier receives the amount by way of set-off in circumstances where the
Financier is not the person to whom the Security Trustee has directed payment).


 


24

















 


9.2                                Direction
to pay


 


The Security Trustee directs that until further notice
or until the Enforcement Date (whichever occurs first), each Obligor makes all
payments due:


 


(a)                                   to the Security Trustee under this agreement, to the Agent; and


 


(b)                                  under any other Finance Document, in the manner set out in that
other document.


 


9.3                                Currency
of payment


 


Each Obligor waives any right it has in any jurisdiction
to pay an amount other than in the currency in which it is due.  However, if the Security Trustee, Agent or a
Financier receives an amount in a currency other than that in which it is due:


 


(a)                                   it may convert the amount received into the due currency (even
though it may be necessary to convert through a third currency to do so) on the
day and at such rates (including spot rate, same day value rate or value
tomorrow rate) as it reasonably considers appropriate.  It may deduct its usual Costs in connection
with the conversion; and


 


(b)                                  the Obligor satisfies its obligation to pay in the due currency only
to the extent of the amount of the due currency obtained from the conversion
after deducting the Costs of the conversion.


 


9.4                                Total
Amount Owing


 


Subject to the provisions of any Finance Document, the
Company agrees to pay the Total Amount Owing on the last Maturity Date under
this agreement.


 


10                                   Cancellation


 


The Company may cancel the Undrawn Facility Limit of a
Facility in whole or in part by notifying the Agent on or before the fifth
Business Day before the cancellation is to take effect.  A partial cancellation must be at least
A$1,000,000 and a whole multiple of A$1,000,000. Once given, the notice is irrevocable.  The Facility Limit for the Facility reduces
by the amount of any cancellation.  Each
Financier’s Commitment for the Facility also reduces by its Proportion of the
cancelled amount.


 


11                                   Fees


 


11.1                         Commitment
fee


 


The Company agrees to pay on 30 June 2004 and
thereafter semi-annually in arrears, on the date all or part of the Undrawn
Facility Limit of a Facility is cancelled and on the last day of each
availability period for the Facilities (as set out in the Details), a
commitment fee or fees as set out in the Details.


 


If the Company cancels any of the Undrawn Facility
Limits, it agrees to pay the commitment fee in respect of the cancelled amount
up to and including the cancellation date.


 


25

















 


The commitment fee is calculated on actual days
elapsed using a 365 day year.


 


11.2                         Agent
fees


 


The Company agrees to pay the agency fee set out in
the letter referred to in the Details (next to “Agency fee”) in accordance with
and otherwise comply with the terms of that letter.


 


11.3                         Security
Trustee fees


 


The Company agrees to pay the Security Trustee fee set
out in the letter referred to in the Details (next to “Security Trustee fee”)
in accordance with and otherwise comply with the terms of that letter.


 


11.4                         Arranging
fee


 


The Company agrees to pay the arranging fee set out in
the letter referred to in the Details (next to “Arranging fee”) in accordance
with and otherwise comply with the terms of that letter.


 


11.5                         Underwriting
fee


 


The Company agrees to pay the underwriting fee set out
in the letter referred to in the Details (next to “Underwriting fee”) in
accordance with and otherwise comply with the terms of that letter.


 


11.6                         Technical
Bank fees


 


The Company agrees to pay the Technical Bank fees set
out in the letter referred to in the Details (next to “Technical Bank fee”) in
accordance with and otherwise comply with the terms of that letter.


 


11.7                         Recalculation
Fee


 


The Company agrees to pay a recalculation fee of
A$30,000 on or before each date agreed by the Agent and the Company under clause
2.1(b).


 


11.8                         Warranty
Notice fee


 


The Company agrees to pay a fee of A$20,000 on 30 June
2005 if it has not given a Warranty Notice on or by that date.


 


12                                   Withholding
tax


 


12.1                         Payments
by Obligor


 


Without limiting the provisions of a Hedge Agreement, if
a law requires a Project Party to deduct an amount in respect of Taxes from a
payment under any Finance Document (other than a Hedge Agreement) such that the
relevant Finance Party would not actually receive on the due date the full
amount provided for under the Finance Document, then:


 


(a)                                   the Project Party agrees to deduct the amount for the Taxes (and any
further deduction applicable to any further payment due under paragraph (c)
below); and


 


26

















 


(b)                                  the Project Party agrees to pay an amount equal to the amount
deducted to the relevant authority in accordance with applicable law and give
the original receipts to the Agent; and


 


(c)                                   if the amount deducted is in respect of Accountable Taxes, the
amount payable is increased so that, after making the deduction and further
deductions applicable to additional amounts payable under this clause, the
Finance Party is entitled to receive (at the time the payment is due) the
amount it would have received if no deductions had been required.


 


12.2                         Payments by Agent to Financier


 


If a law requires the Agent to deduct an amount in
respect of Taxes from a payment by the Agent to a Financier under any Finance
Document such that the Financier would not actually receive on the due date the
full amount provided for under the Finance Document, then:


 


(a)                                   the Agent agrees to deduct the amount for the Taxes (and any further
deduction applicable to any further payment due under paragraph (c) below); and


 


(b)                                  the Agent agrees to pay an amount equal to the amount deducted to
the relevant authority in accordance with applicable law and give the original
receipts to the relevant Financier; and


 


(c)                                   if the amount deducted is in respect of Accountable Taxes, the
amount payable is increased so that, after making the deduction and further
deductions applicable to additional amounts payable under this clause, the
Financier is entitled to receive (at the time the payment is due) the amount it
would have received if no deductions had been required; and


 


(d)                                  the Company agrees to pay to the Agent an amount equal to any
deduction which the Agent is required to make under this clause 12.2.


 


12.3                         Payments by Security Trustee to Agent or Finance Party


 


If a law requires the Security Trustee to deduct an
amount in respect of Taxes from a payment by the Security Trustee to the Agent
(for its own account or for the account of a Financier) or to another Finance
Party, in each case under any Finance Document, so that the Agent or other
Finance Party, as the case may be, would not actually receive on the due date
the full amount provided for under the Finance Document, then:


 


(a)                                   the Security Trustee agrees to deduct the amount for the Taxes (and
any further deduction applicable to any further payment due under paragraph (c)
below); and


 


(b)                                  the Security Trustee agrees to pay an amount equal to the amount
deducted to the relevant authority in accordance with applicable law and give
the original receipts to the Agent or the relevant Finance Party, as the case
may be; and


 


(c)                                   if the amount deducted is in respect of Accountable Taxes, the
amount payable is increased so that, after making the deduction and further
deductions applicable to additional amounts payable under this clause,


 


27

















 


the Agent or Finance Party, as the case may
be, is entitled to receive (at the time the payment is due) the amount it would
have received if no deductions had been required; and


 


(d)                                  the Company agrees to pay to the Security Trustee an amount equal to
any deduction which the Security Trustee is required to make under this clause
12.3.


 


13                                   Increased
costs


 


13.1                         Compensation


 


The Company agrees to compensate a Financier within 10
Business Days of demand if the Financier determines that:


 


(a)                                   a Directive, or change in Directive, in either case applying for the
first time after the date of this agreement; or


 


(b)                                  a change in a Directive’s interpretation or administration by an
authority after the date of this agreement; or


 


(c)                                   compliance by the Financier or any of its Related Entities with any
such Directive, changed Directive or changed interpretation or administration


 


directly or indirectly:


 


(i)                                      increases the cost of a Facility to the Financier or any of its
Related Entities; or


 


(ii)                                   reduces any amount received or receivable by, or the effective
return to, the Financier or any of its Related Entities, in connection with a
Facility; or


 


(iii)                                reduces the return on capital allocated to a Facility, or the
overall return on capital of the Financier (or any of its Related Entities) in
connection with a Facility.


 


In this clause 13.1, a reference to a Directive does
not include a Directive imposing or changing the basis of a tax on the overall
net income of the Financier.


 


Compensation need not be in the form of a lump sum and
may be demanded as a series of payments.


 


Any demand under this clause 13.1 is to be made by the
Agent.


 


13.2                         Substantiating
costs


 


If a Financier makes a demand under clause 13.1
(“Compensation”), it agrees to provide the Company with reasonably detailed
calculations showing how the amount demanded has been ascertained.  However, nothing in this clause 13.2 obliges
the Financier to provide details of its business or tax affairs which it
considers in good faith to be confidential.


 


28

















 


13.3                         Possible
minimisation


 


The Company agrees to compensate the Financier whether
or not the increase or reduction could have been avoided.  However, if the Company asks, the Financier
agrees to consult with the Company as to how that increase or reduction may be
avoided or minimised and to use reasonable endeavours to avoid or minimise any
increase or reduction.


 


14                                   Illegality or impossibility


 


14.1                         Financier’s right to suspend or cancel


 


This clause 14 applies if a Financier determines that:


 


(a)                                   a change in a Directive; or


 


(b)                                  a change in the interpretation or administration of a Directive by
an authority; or


 


(c)                                   a Directive


 


applying for the first time after the date of this
agreement, makes it (or will make it) illegal or impossible in practice for the
Financier to fund, provide, or continue to fund or provide, financial
accommodation under the Finance Documents. 
In these circumstances, the Agent, by giving a notice to the Company, may
suspend or cancel some or all of the Financiers’ obligations under this
agreement as indicated in the notice.


 


14.2                         Extent
and duration


 


The suspension or cancellation:


 


(a)                                   must apply only to the extent necessary to avoid the illegality or
impossibility; and


 


(b)                                  in the case of suspension, may continue only for so long as the
illegality or impossibility continues.


 


14.3                         Notice requiring prepayment under Facilities


 


If the illegality or impossibility relates to a
Drawing, the Agent, by giving a notice to the Company, may require prepayment
of all or part of the affected Financier’s Proportion of that Drawing and
interest accrued on that part.  The
Company agrees to repay the amount specified within 30 Business Days after
receiving the notice (or, if earlier, on the date the illegality or
impossibility arises).


 


14.4                         Financier to seek alternative funding method


 


If a notice is given under clause 14.3 (“Notice
requiring prepayment under Facilities”),  then the relevant Financier agrees to use
reasonable endeavours for a period of 30 Business Days to make the relevant
financial accommodation available by some alternative means (including changing
its lending office to another then existing lending office or making the
financial accommodation available through a Related Entity of the Financier).


 


29

















 


15                                   Base Case Financial Model


 


15.1                         Calculations


 


(a)                                   Any amount or figure to be calculated or estimated under or for the
purposes of the definition of “Cash Available for Debt Service”, “Corporate
Costs”, “Project Costs”, “Operating Costs”, “Debt Service Obligations” or
“Revenue” is to be calculated on the basis of the most recent Base Case
Financial Model and accounts and other financial information provided under clause
18.4 or, if the Company is at any relevant time in default in delivering
accounts and other financial information under clause 18.4, as reasonably
estimated by the Agent on the basis of the most recent Base Case Financial
Model and such other accounts and information as is available to the Agent.


 


(b)                                  Interest capitalised under clause 5.5 is taken to have been paid in
cash.


 


15.2                         Cash Available for Debt Service calculations


 


Calculations under or for the purposes of the
definition of “Cash Available for Debt Service” in relation to a past
Calculation Period must:


 


(a)                                   subject to clause 15.2(b), be done on the basis of actual amounts
for that Calculation Period; and


 


(b)                                  be done on the basis that netting of payments between Interest
Transactions and FX Transactions does not occur.


 


15.3                         Currency for calculations


 


All calculations under this agreement will be made in
Australian Dollars.  For the purposes of
determining Project Costs, Operating Costs, Debt Service Obligations, Revenue
and any other cashflow figure, and any Financial Ratio, any amount paid or
received (or to be paid or received) by the Company in a currency other than
Australian Dollars will:


 


(a)                                   to the extent the amount paid or received has been converted from or
to Australian Dollars by the Company, be taken into account as that Australian
Dollar amount; and


 


(b)                                  to the extent that no such conversion or payment has taken place, be
taken into account as:


 


(i)                                      the anticipated Australian Dollar amount, in the case of payments or
receipts that are hedged under Hedge Agreements; and


 


(ii)                                   otherwise, the Current Australian Dollar Amount which is quoted to
the Agent for value on the date of the calculation.


 


30

















 


15.4                         Updating of Base Case Financial Model


 


The Agent agrees:


 


(a)                                   to update the Base Case Financial Model to reflect the adoption of,
and any changes to, the Agreed Development Plan effected in accordance with
this agreement;


 


(b)                                  following a request under clause 2.1(b), to update the Base Case Financial
Model for the purpose of recalculating the Facility Limit of the Limited
Recourse Facility and a revised Fixed Repayment Schedule; and


 


(c)                                   following a request under clause 2.3, to update the Base Case
Financial Model for the purpose of recalculating the Financial Ratios; and


 


(d)                                  no later than five Business Days after each Calculation Date
occurring after the First Recalculation Date or two Business Days after receipt
of the information required under clause 15.5 as at that Calculation Date, whichever
is the later, to update the Base Case Financial Model for the purpose of:


 


(i)                                      calculating the Financial Ratios in respect of that Calculation
Date; and


 


(ii)                                   where applicable under clause 2.1(a), recalculating the Facility
Limit of the Limited Recourse Facility and a revised Fixed Repayment Schedule.


 


A copy of:


 


(A)                               the updated Base Case Financial Model (in hard copy and in
electronic format);


 


(B)                                 the Assumptions used in that updated Base Case Financial Model,


 


as applicable, is to be delivered to the
Company as soon as practicable upon updating or determination, as the case may
be.


 


15.5                         Assumptions and calculations


 


The Company agrees not later than five Business Days
after each Calculation Date, to


 


(a)                                   in the case of each Calculation Date after the First Recalculation
Date, calculate the Cash Available for Debt Service for the period ending on
that Calculation Date; and


 


(b)                                  propose for the Agent’s consideration such Assumptions to be used in
the update of the Base Case Financial Model as the Company wishes.


 


A copy of:


 


(A)                               those Assumptions;


 


(B)                                 the Company’s calculation of the Cash Available for Debt Service,


 


31

















 


as applicable, must be delivered to the
Agent immediately upon determination, together with all information relevant to
facilitate the Agent’s review of the same.


 


15.6                         Matters to take into account


 


Any updating of the Base Case Financial Model under
clause 15.4 must take into account:


 


(a)                                   actual Revenue, Operating Costs, Project Costs, Corporate Costs and
other relevant cashflows;


 


(b)                                  actual performance of the Project; and


 


(c)                                   the forecast performance, based on Assumptions determined by the
Agent after consideration of the Assumptions proposed by the Company, of the
Project for the remainder of the period to the Exhaustion Date.


 


The Agent’s determination of those of the
Assumptions upon which it has received advice from an Independent Technical
Expert, is final and binding.


 


15.7                         Agent to advise whether it agrees with Assumptions and other matters


 


The Agent agrees, as soon as reasonably practicable
(and in any event no later than 15 Business Days) after receipt of the Cash
Available for Debt Service calculations and such other information as the Agent
reasonably requests in relation thereto, to advise the Company whether it
agrees with:


 


(a)                                   any Assumptions proposed by the Company (whether or not the Agent
has received advice thereon from an Independent Technical Expert), and giving
details of the differences; and


 


(b)                                  the Company’s determination of the Cash Available for Debt Service,
and giving details of the differences,


 


as applicable.


 


The Agent will advise the Company of the technical,
financial and economic Assumptions proposed by the Company upon which it has
received advice from an Independent Technical Expert and provide the Company
with extracts of any relevant advice.


 


15.8                         Agent may be taken to have agreed


 


If the Agent fails to respond within the 15 Business
Day period referred to in clause 15.7 indicating that it disagrees with:


 


(a)                                   any Assumptions proposed by the Company; or


 


(b)                                  the Company’s determination of the Cash Available for Debt Service,


 


it will be taken that the Agent agrees with
those Assumptions and that determination.


 


32

















 


15.9                         Dispute
resolution


 


The Agent and the Company agree to consult in good
faith as to any dispute between them arising out of clauses 15.4 to 15.8
inclusive, including any dispute as to the Assumptions proposed by the Company,
other than in relation to matters upon which the Agent’s determination is final
and binding under clause 15.6.


 


15.10                  Assumption or calculation dispute


 


During any period in which any dispute in relation to
any Assumption proposed by the Company or determination by the Company remains
unresolved, the relevant Assumption or determination proposed by the Agent will
be taken to apply until final determination of that dispute under this clause
15.


 


15.11                  Independent party to determine dispute


 


Any dispute between the Company and the
Agent arising out of clauses 15.4 to 15.8 inclusive which is not resolved
by consultation under clause 15.9 within two Business Days, will be
referred for a decision to an independent chartered accountant experienced in
determining disputes of a similar nature agreed between the Company and the
Agent or, failing agreement within two Business Days of a party first giving
notice requiring a referral to an independent expert under this clause,
nominated by the President (or person acting in that position) of The Institute
of Chartered Accountants in Australia.


 


15.12                  Decision


 


Any chartered accountant appointed to resolve a
dispute must be requested to give a decision within five Business Days (or such
longer period as the Agent and the Company agree) of the chartered accountant
receiving notification of appointment. 
The chartered accountant must act as an expert and not an arbitrator and
the decision will be final and binding on the parties.  The parties to the dispute must ensure that
a chartered accountant appointed under clause 15.11 is promptly provided with
all documents, information and submissions necessary for the expeditious
determination of the matters in dispute. 
The chartered accountant is to be requested to provide a written report to
the Agent and the Company setting out detailed reasons for the decision.


 


15.13                  Modification of Assumptions


 


If as a result of any resolution of a dispute referred
to in clause 15.9 any Assumption or other aspect of the Base Case Financial
Model is modified, the Agent must update the Base Case Financial Model to take
into account the modified Assumption or other aspect of the Base Case Financial
Model and deliver a copy to the Company, together with revised determinations
of the relevant Financial Ratio, if applicable.


 


15.14                  Costs
and expenses


 


Costs and expenses of the independent expert must be
borne and paid by the Company.


 


33

















 


15.15                  Failure to resolve by Repayment Date


 


If any dispute relating to any updating of the Base
Case Financial Model or calculation under clause 15.4(d) is not resolved prior
to the date being two Business Days prior to the Repayment Date first
occurring after the relevant Calculation Date, the Cash Available for Debt Service
for the period ending on, and the Financial Ratios as at, that Calculation Date
will, for the purpose of determining the Company’s rights and obligations under
the Finance Documents on that Repayment Date, be as determined by the Agent in
its absolute discretion.


 


16                                   Project
Accounts


 


16.1                         Establishment and operation of Project Accounts


 


The Company undertakes:


 


(a)                                   (establishment of new Project
Accounts) to establish prior to Financial Close (and, in the case of
the Proceeds Account, prior to the first recalculation of the Facility Limit
for the Limited Recourse Facility and, in the case of the Capex Reserve
Account, prior to the Maturity Date of the Recourse Facility) and maintain in
such place as approved by the Agent from time to time four Australian Dollar
interest bearing accounts with the Account Bank, to be styled:


 


(i)                                      “Tipperary Oil & Gas (Australia) Pty Limited - A$ Proceeds
Account”; and


 


(ii)                                   “Tipperary Oil & Gas (Australia) Pty Limited - A$ Debt Service
Reserve Account”; and


 


(iii)                                “Tipperary Oil & Gas (Australia) Pty Limited - A$ Capex Reserve
Account”; and


 


(iv)                               “Tipperary Oil & Gas (Australia) Pty Limited - A$ Insurance
Account”; and


 


(b)                                  (maintenance of existing Operating
Account) to maintain in such place as approved by the Agent from
time to time the following interest bearing accounts with the Account Bank,
styled:


 


(i)                                      “Tipperary Oil & Gas (Australia) Pty Ltd Comet Ridge Project
Account”, account number 8372 48761; and


 


(ii)                                   “Tipperary Oil & Gas (Australia) Pty Ltd Account”, account
number 7754 72425; and


 


(iii)                                “Tipperary Oil & Gas (Australia) Pty Ltd USD Working Account”,
account number 838516-00001; and


 


(c)                                   (Agent as signatory) to
ensure that an Authorised Officer of the Agent is a signatory to the Project
Accounts at all times; and


 


(d)                                  (operation of Operating Account
and Proceeds Account) after the Agent has served on the Company a
notice in respect of a Potential


 


34

















 


Event of Default or an Event of Default
that has occurred, and while it is subsisting, the Proceeds Account and the
Operating Account may only be operated by an Authorised Officer of the Agent;
and


 


(e)                                   (operation of other Project
Accounts) the Debt Service Reserve Account, the Capex Reserve
Account and the Insurance Account may only be operated by an Authorised Officer
of the Agent at all times; and


 


(f)                                     (maintain Project Accounts)
to maintain the Project Accounts with the Account Bank and not change those
accounts to another bank without the prior consent of the Agent; and


 


(g)                                  (operating procedures)
not to cause or allow the operating procedures of a Project Account to be
varied, repudiated, rescinded, terminated or rendered void, voidable or
unenforceable; and


 


(h)                                  (interest credited to Project
Accounts) to cause all interest and other earnings on each Project
Account to be credited to that Project Account; and


 


(i)                                      (dealing with Project Accounts)
to deal with the moneys standing to the credit of the Project Accounts in
accordance with this clause 16 (“Project Accounts”) and not otherwise.


 


16.2                         No moneys may be withdrawn


 


No moneys may be withdrawn by the Company or
another Obligor from a Project Account while an Event of Default or Potential
Event of Default subsists.


 


16.3                         Proceeds Account and Operating Account- Deposits


 


The Obligors undertake to pay or cause to be paid:


 


(a)                                   into the Operating Account:


 


(i)                                      all Drawings made under the Recourse Facility;


 


(ii)                                   all cash drawings made under the Working Capital Facility;


 


(iii)                                until the First Recalculation Date:


 


(A)                                all Revenues;


 


(B)                                  Insurance Proceeds not required to be deposited to the credit of the
Insurance Proceeds Account or paid directly to third parties under the terms of
applicable Liability Insurance Policies; and


 


(C)                                  all moneys received from a Party other than an Obligor, whether by
way of a reimbursement of payments made by the Company (in its capacity as
Operator or otherwise) or otherwise;


 


(b)                                  into the Proceeds Account, as and from the First Recalculation Date:


 


(i)                                      all Drawings made under the Limited Recourse Facility;


 


35

















 


(ii)                                   all amounts transferred from:


 


(A)                                the Debt Service Reserve Account in accordance with clause 16.7(b)
(“Debt Service Reserve Account”);


 


(B)                                  the Capex Reserve Account in accordance with 16.11(b) (“Capex
Reserve Account - withdrawals”); and


 


(iii)                                all Revenues;


 


(iv)                               all moneys received from a Party, whether by way of a reimbursement
of payments made by the Company (in its capacity as Operator or otherwise) or
otherwise;


 


(v)                                  Insurance Proceeds not required to be deposited to the credit of the
Insurance Proceeds Account or paid directly to third parties under the terms of
applicable Liability Insurance Policies;


 


(vi)                               all moneys drawn under the TOGA Subordinated Loan to fund Corporate
Costs.


 


16.4                         Operating Account - Withdrawals


 


Subject to clause 16.2 (“No moneys may be withdrawn”),
withdrawals from the Operating Account may only be made for the following
purposes, on the following terms and in the following order of priority (and
not otherwise):


 


(a)                                   first, in or towards repayment of any amounts then due and payable
in respect of the Slough Loan;


 


(b)                                  secondly, in or towards payment of Project Costs and Operating Costs
properly incurred, as and when those amounts fall due for payment;


 


(c)                                   thirdly, in or towards payment of Corporate Costs properly incurred,
as and when those amounts fall due for payment; and


 


(d)                                  fourthly, in or towards paying or meeting:


 


(i)                                      any liability for replacement or reinstatement of Project Assets, to
the extent the same is funded by Insurance Proceeds deposited into the
Operating Account;


 


(ii)                                   any liability to a third party to the extent the same is funded by
Insurance Proceeds under a Liability Insurance Policy deposited in the
Operating Account, as and when that liability arises;


 


(e)                                   fifthly, on the date for payment by it of fees, Taxes and royalties
in connection with the Project assessed and payable by an Obligor, in payment
of those fees, Taxes and royalties;


 


(f)                                     sixthly, on each:


 


(i)                                      date for payment by it of fees under clause 11.1 (“Commitment fee”)
in respect of the Recourse Facility, in payment of those fees; and


 


36

















 


(ii)                                   Interest Payment Date for Drawings made by it under the Recourse
Facility, in payment of the interest on those Drawings; and


 


(iii)                                date for payment to the Agent or a Financier of any other amount
(not being an amount due under clause 6 (“Amortisation of Limited Recourse
Facility”) or clause 7 (“Repaying and prepaying”)) under this agreement, in
payment of that amount,


 


(g)                                  seventhly, if the Company so elects, in paying interest and fees on
the Working Capital Facility and repayments and voluntary prepayments of the
Working Capital Facility;


 


(h)                                  eighthly, on the Maturity Date of the Recourse Facility, in
satisfaction of its obligations under clause 7 (“Repaying and prepaying”) on
that date;


 


(i)                                      ninthly, in or towards voluntary prepayments of the Recourse
Facility or the Limited Recourse Facility (or both) in accordance with clause 7
(“Repaying and prepaying”).


 


16.5                         Proceeds Account - Withdrawals


 


Subject to clause 16.2 (“No moneys may be withdrawn”),
withdrawals from the Proceeds Account may only be made for the following
purposes, on the following terms and in the following order of priority (and
not otherwise):


 


(a)                                   first, in or towards payment of Project Costs and Operating Costs
properly incurred, as and when those amounts fall due for payment, and during
the periods and up to 110% of the amounts provided in the Base Case Financial
Model;


 


(b)                                  secondly, in or towards paying or meeting:


 


(i)                                      any liability for replacement or reinstatement of Project Assets, to
the extent the same is funded by Insurance Proceeds deposited into the Proceeds
Account;


 


(ii)                                   any liability to a third party to the extent the same is funded by
Insurance Proceeds under a Liability Insurance Policy deposited in the Proceeds
Account, as and when that liability arises; and


 


(iii)                                Corporate Costs properly incurred, up to the amounts provided in the
Agreed Development Plan and the Base Case Financial Model, to the extent the
same is funded by moneys advanced to the Company under the TOGA Subordinated
Loan;


 


(c)                                   thirdly, on the date for payment by it of fees, Taxes and royalties
in connection with the Project assessed and payable by an Obligor, in payment
of those fees, Taxes and royalties, during the periods and up to the amounts
provided in the Base Case Financial Model (adjusted for increases in Revenue
during that period from that assumed in the Base Case Financial Model);


 


(d)                                  fourthly, on each Repayment Date, by causing any amount required to
be paid in the Capex Reserve Account on that date in accordance with


 


37

















 


clause 16.10 (“Capex Reserve Account -
deposits”) to be paid into that account;


 


(e)                                   fifthly, on each:


 


(i)                                      date for payment by it of fees under clause 11.1 (“Commitment fee”)
in respect of the Limited Recourse Facility, in payment of those fees; and


 


(ii)                                   Interest Payment Date for Drawings made by it under the Limited
Recourse Facility, in payment of the interest on those Drawings; and


 


(iii)                                date for payment by it under any Interest Transaction, in or towards
paying or meeting the amount due to be paid by it under that Interest
Transaction; and


 


(iv)                               date for payment to the Agent or a Financier of any other amount
(not being an amount due under clause 6 (“Amortisation of Limited Recourse
Facility”) or clause 7 (“Repaying and prepaying”) or an amount due with respect
to the Recourse Facility and Drawings thereunder) under this agreement, in
payment of that amount;


 


(f)                                     sixthly, on each Repayment Date and on the Maturity Date of the
Limited Recourse Facility, in satisfaction of its obligations under clauses 6
(“Amortisation of Limited Recourse Facility”) and 7 (“Repaying and prepaying”)
on that date;


 


(g)                                  seventhly, on each Repayment Date, by causing any amount required to
be paid into the Debt Service Reserve Account on that date in accordance with
clause 16.6 (“Debt Service Reserve Account”) to be paid into that account;


 


(h)                                  eighthly, on each Repayment Date, in or towards payment of any fees,
Taxes and royalties or fines, penalties or interest assessed and payable by it
in respect of those Taxes but not paid under clause 16.5 (c);


 


(i)                                      ninthly, on each Repayment Date after the Maturity Date of the
Recourse Facility, in or towards repayment to the Recourse Guarantor of any
moneys that the Recourse Guarantor has paid in accordance with clause 16.8
(“Funding of Debt Service Reserve Account by Recourse Guarantor”); and


 


(j)                                      tenthly, on each Repayment Date, in or towards voluntary prepayments
of the Recourse Facility or the Limited Recourse Facility (or both) in
accordance with clause 7 (“Repaying and prepaying”); and


 


(k)                                   lastly, on each Repayment Date, if moneys could then be paid or
applied by the Company under clause 16.6, in or towards:


 


(i)                                      payment of Corporate Costs properly incurred, up to the amounts
provided in the Agreed Development Plan and the Base Case Financial Model; or


 


38

















 


(ii)                                   repayment of any moneys borrowed under the TOGA Subordinated Loan to
fund Corporate Costs that the Company would otherwise be entitled to pay in
compliance with clause 16.5(b)(iii), and interest on those moneys.


 


16.6                         Proceeds Account - Distributions


 


Subject to clauses 16.2 (“No moneys may be withdrawn”)
and 16.7 (“Debt Service Reserve Account”), the balance (if any) standing to the
credit of the Proceeds Account on any Repayment Date, after compliance with the
provisions of clauses 16.3 (“Proceeds Account and Operating Account -
Deposits”) and 16.5 (“Proceeds Account - Withdrawals”), may be paid or applied
as the Company directs at its discretion in writing on that Repayment Date,
subject to:


 


(a)                                   (maximum amount of withdrawal)
the maximum amount to be so paid or applied is less than the aggregate of the
Cash Available for Debt Service in respect of each Calculation Period ending
prior to that Repayment Date, less the aggregate of:


 


(i)                                      the amounts paid under clauses 16.5(d) during each such Calculation
Period; and


 


(ii)                                   the amounts paid under clause 16.5(e) to 16.5(k) on each Repayment
Date prior to that Repayment Date;


 


(iii)                                the amounts previously so applied under this clause 16.6 on each
Repayment Date prior to that Repayment Date in accordance with this clause
16.6;


 


(b)                                  (Financial Ratio tests)
each Financial Ratio as calculated as at the immediately preceding Calculation
Date was greater than the level of its corresponding Lock Up Ratio;


 


(c)                                   (Debt Service Reserve)
the Debt Service Reserve Amount (as calculated as at the immediately preceding
Calculation Date) is standing to the credit of the Debt Service Reserve Account
on that Repayment Date;


 


(d)                                  (no Event of Default, Potential
Event of Default, Review Event or Price Event) no Event of Default,
Potential Event of Default, Review Event or Price Event subsists as at that
date;


 


(e)                                   (sufficient funds)
after such payment or application, the Company will still have sufficient funds
in the Proceeds Account to meet its ongoing obligations including, on a Repayment Date prior to the
Recourse Facility Maturity Date, obligations to pay future Operating Costs and
Project Costs to the extent that those future costs are not as at that
Repayment Date fully funded to the satisfaction of the Agent; and


 


(f)                                     (mandatory prepayment)
an amount equal to 25% of the total amount paid or applied on that date being
applied on that Repayment Date by way of prepayment of Drawings under the
Limited Recourse Facility in accordance with clause 7.3 (“Mandatory prepayment
- Distributions”).


 


39

















 


16.7                         Debt Service Reserve Account


 


(a)                                   Subject to clause 16.9, if, as at any Calculation Date, the balance
standing to the credit of the Debt Service Reserve Account is less than the
Debt Service Reserve Amount for that Calculation Date (the difference being the
“DSRA Shortfall”), and money is
available for withdrawal on the Repayment Date immediately after that
Calculation Date under clause 16.5(g), then the lesser of the amount of money
available to be withdrawn under clause 16.5(g) on that date and the DSRA
Shortfall must be withdrawn from the Proceeds Account and deposited into the
Debt Service Reserve Account under clause 16.5(5) (“Proceeds Account -
withdrawals”) on that date.


 


(b)                                  Subject to clause 16.2, if on a Repayment Date the amount standing
to the credit of the Debt Service Reserve Account is in excess of the Debt
Service Reserve Amount for the immediately preceding Calculation Date, then the
amount of the difference may be transferred to the Proceeds Account.


 


16.8                         Funding of Debt Service Reserve Account by Recourse
Guarantor


 


Subject to clause 16.9, if, on the last Repayment Date
prior to the Maturity Date for the Recourse Facility, the balance of the
Proceeds Account (after payment of the amounts referred to in clauses 16.5(e)
to 16.5(g) (“Proceeds Account - withdrawals”) inclusive on that date) is not
sufficient to fund in full on that date the DSRA Shortfall for the immediately
preceding Calculation Date, the Recourse Guarantor must, on that Maturity Date,
pay into the Debt Service Reserve Account an amount equal to the difference
between the applicable DSRA Shortfall and the amount actually paid into the
Debt Service Reserve Account under clause 16.7 (“Debt Service Reserve Account”)
on that date.


 


The Recourse Guarantor and the Company acknowledge and
agree that any amount paid by the Recourse Guarantor in accordance with this
clause 16.8:


 


(a)                                   constitutes a loan by the Recourse Guarantor to the Company which is
subject to the terms of the Subordination Deed;


 


(b)                                  is only repayable by the Company on any subsequent Repayment Date to
the extent that there is a sufficient balance standing to the credit of the
Proceeds Account on that Repayment Date, after payment of the amounts referred
to in clause 16.5(a) to (j) (“Proceeds Account - Withdrawals”) inclusive on
that Repayment Date.


 


16.9                         Alternative to cash funding Debt Service Reserve
Account


 


The Company or the Recourse Guarantor may:


 


(a)                                   at any time, substitute for any credit balance in the Debt Service
Reserve Account; or


 


(b)                                  on any Repayment Date, substitute for any amount obliged to be paid
into the Debt Service Reserve Account under clause 16.7 (“Debt Service Reserve
Account”) on that Repayment Date; or


 


(c)                                   on the Maturity Date of the Recourse Facility, substitute for any
amount obliged to be paid into the Debt Service Reserve Account under clause


 


40

















 


16.8 (“Funding of Debt Service Reserve
Account by Recourse Guarantor”) on that Repayment Date; or


 


(d)                                  replace any letter of credit previously provided under this clause
with,


 


a letter of credit which expires no earlier
than 12 months after its date of issue from an OECD bank (with a branch in
Sydney) with a long term credit rating of A+ or higher by S&P or A1 or
higher by Moody’s, in form and substance satisfactory to the Agent, including:


 


(e)                                   being for face value not less than:


 


(i)                                      in the case of a substitution for any credit balance in the Debt
Service Reserve Account, the amount of the credit balance in the Debt Service
Reserve Account being substituted for at that time; and


 


(ii)                                   in the case of a substitution for any amount obliged to be put into
the Debt Service Reserve Account, the amount obliged to be paid into the Debt
Service Reserve Account at that time; and


 


(iii)                                in the case of replacement of a letter of credit previously provided
under this clause, an amount equal to the face value of that letter of credit;
and


 


(f)                                     the Agent having the ability to immediately draw on the letter of
credit if it is not replaced at least seven Business Days prior to its maturity
or expiry date, to the extent that the relevant Debt Service Reserve Account
was not fully cash funded in accordance with clause 16.7 (“Debt Service Reserve
Account”) as at the most recent Calculation Date.


 


If, at any time, the long term credit
rating of a financial institution which has issued a letter of credit provided
in accordance with this clause 16.8 falls below A+ by S&P or A1 by Moody’s,
the Company must:


 


(g)                                  immediately notify the Agent of that fact; and


 


(h)                                  procure that a replacement letter of credit from a financial
institution rated A+ or higher by S&P or A1 or higher by Moody’s is
provided to the Agent in accordance with this clause for an amount equal to the
amount of the letter of credit being replaced within seven days of the earlier
of notice under clause 16.9(g) or when notice should have been given under
clause 16.9(g).


 


16.10                  Capex Reserve Account - deposits


 


(a)                                   Subject to clauses 16.10(b) and 16.10(c):


 


(i)                                      on each of the four Repayment Dates occurring immediately prior to
the commencement of a Major Expenditure Year, the Company must pay or cause to
be paid into the Capex Reserve Account one quarter of the amount of the Required
Capital Retention for that Major Expenditure Year; and


 


(ii)                                   without limiting clause 16.10(a)(i), if any Excess Capital
Expenditure is identified in respect of any Major Expenditure


 


41

















 


Year, on those of the four Repayment Dates
prior to the commencement of that Major Expenditure Year which are still to
occur at the time the Excess Capital Expenditure is identified, the Company
must pay or cause to be paid into the Capex Reserve Account an amount equal to
two thirds of the amount of that Excess Capital Expenditure divided by the
number of the Repayment Dates which are still to occur.


 


(b)                                  The Company must pay or cause to be paid into the Capex Reserve
Account prior to the Maturity Date of the Recourse Facility an amount equal to
the Required Capital Retention for the Major Expenditure Year commencing
immediately after the Maturity Date of the Recourse Facility.


 


(c)                                   If there will be a Required Capital Retention for each of the last
two financial years out of any three future consecutive financial years, the
Company must pay or cause to be paid into the Capex Account by the last
Repayment Date prior to the commencement of the first of those two years, the
Required Capital Retention for the first of those two years plus two thirds of
the Required Capital retention for the second of those two years.


 


16.11                  Capex Reserve Account - withdrawals


 


Subject to clause 16.2 (“No moneys may be withdrawn”),
the Company may apply money deposited in the Capex Reserve Account in
accordance with clause 16.10 (“Capex Reserve Account - deposits”) for the
following purposes and not otherwise:


 


(a)                                   a particular Major Expenditure Year, in or towards meeting or paying
Project Costs and Operating Costs, properly incurred, as and when those amount
fall due for payment in that Major Expenditure Year; and


 


(b)                                  with the approval of the Agent, in making a payment to the credit of
the Proceeds Account.


 


16.12                  Insurance Account - deposits


 


Each Obligor must:


 


(a)                                   ensure that any proceeds of any third party liability claim under an
Insurance Policy are paid to the claimant against a discharge of that Obligor;
and


 


(b)                                  ensure that all other Insurance Proceeds received or paid by or for
the account of an Obligor are:


 


(i)                                      in the case of total amounts per claim of less than A$2,000,000 (or
its equivalent), deposited in the Operating Account or the Proceeds Account in
accordance with clause 16.3; and


 


(ii)                                   in the case of total amounts per claim greater than or equal to
A$2,000,000 (or its equivalent), deposited in the Insurance Account,


 


42

















 


and applied in accordance with clause 16.13
(“Insurance Account - withdrawals”).


 


16.13                  Insurance Account - withdrawals


 


The Obligors must ensure that Insurance Proceeds
deposited to the credit of:


 


(a)                                   the Operating Account, the Proceeds Account or the Insurance Account
in accordance with clause 16.12(b) are dealt with as follows:


 


(i)                                      if the Agent is satisfied that:


 


(A)                                the Insurance Proceeds (and any other moneys available to the
Obligors for the purpose) are sufficient to enable the Project to be reinstated
to its condition prior to the occurrence of the damage giving rise to the
relevant insurance claim; and


 


(B)                                  it is economically viable to reinstate the Project and that, after
the Project is reinstated, each Obligor will thereafter comply with all of its
obligations under the Finance Documents,


 


then the
Insurance Proceeds must be applied in that reinstatement; and


 


(b)                                  Insurance Proceeds deposited to the credit of the Operating Account
or the Proceeds Account in accordance with clause 16.12(b) and not applied in
reinstatement under paragraph (a) and the remaining balance of the Insurance
Account, must be applied as directed by the Agent and not otherwise.


 


16.14                  Authorised
Investments


 


Subject to clause 16.15, so long as no Potential Event
of Default or Event of Default subsists the Company may invest, or direct the
Agent to invest, moneys standing to the credit of a Project Account other than
the Proceeds Account, in Authorised Investments.


 


16.15                  Authorised Investments - conditions


 


In relation to each Authorised Investment:


 


(a)                                   (separate) it must be kept separate from, and not be co-mingled
with, moneys in any other account; and


 


(b)                                  (documents of title) the Company must:


 


(i)                                      promptly deliver to the Security Trustee all documents of title to
the Authorised Investment; or


 


(ii)                                   if the Authorised Investment is made through Austraclear, RITS or
some other securities system whose rules require that documents of title be
lodged, pledge or otherwise grant security over all documents of title to the
Security Trustee in compliance with those rules; and


 


43

















 


(c)                                   (proceeds and income)
proceeds and income in respect thereof and accretions thereto must be credited
to the applicable Project Account promptly after they are realised or received
(and before they are used for any other purpose), and the Company must give
appropriate directions for this to occur; and


 


(d)                                  (ceasing to be Authorised Investment) if, after the time an
Authorised Investment is made, that investment ceases to be an Authorised
Investment, the Company must promptly cause that investment to be redeemed,
realised, terminated or changed so as to become an Authorised Investment; and


 


(e)                                   (liquidity) the maturity and amount thereof must be selected by
the Company so that the Company at all times holds sufficient liquid funds to
meet its obligations under the Finance Documents; and


 


(f)                                     (schedule) the Company must provide the Agent with, each time
an Authorised Investment is made, a schedule (or an updated schedule) setting
out the nature, amount and maturity of all Authorised Investments; and


 


(g)                                  (re-investment on maturity) upon the maturity or expiration of
the term thereof, the Company must cause the proceeds to be immediately and
directly (and before they are used for any other purpose):


 


(i)                                      re-invested in accordance with clause 16.14 (“Authorised
Investments”) and this clause 16.15; or


 


(ii)                                   credited to the applicable Project Account; and


 


(h)                                  (risk of loss) the Obligors bear the entire risk of any loss or
depletion in value.


 


16.16                  Finance Parties’ liability


 


No Finance Party is responsible for or liable in
respect of:


 


(a)                                   the performance by the Obligors of their respective obligations nor
the exercise by the Obligors of their respective rights in respect of any
Project Account or any Authorised Investment; or


 


(b)                                  any error of judgment or any mistake (whether by a Finance Party, an
Obligor or any other person) or any market movements in connection with
Authorised Investments.


 


No Finance Party has any duties or
responsibilities in respect of any Project Accounts or Authorised Investments
other than those expressly set out in this agreement.


 


17                                   Representations and warranties


 


17.1                         Initial general representations and warranties -
Project Party


 


Each Project Party represents and warrants (except in
relation to matters disclosed to the Agent by the relevant party and accepted
by the Agent in


 


44

















 


writing, or disclosed and accepted in some other
manner that the Agent agrees) that:


 


(a)                                   (incorporation
and existence) it has been duly incorporated as a
company limited by shares in accordance with the laws of its place of
incorporation set out in the Details and is validly existing under those laws;


 


(b)                                  (power) it has corporate power to enter into the Finance Documents to which
it is a party and comply with its obligations under them and to carry on its
business as it is now being conducted or contemplated;


 


(c)                                   (corporate authorisations) it has taken all necessary corporate
action to authorise the entry into and performance of the Finance Documents to
which it is a party;


 


(d)                                  (validity
of obligations) its obligations under each Finance
Document to which it is a party are valid and binding and are enforceable
against it in accordance with their terms subject to any necessary stamping,
registration and equitable principles;


 


(e)                                   (no
contravention or exceeding power) the ownership and
intended use of the Secured Property by a Project Party, the execution and
performance by it of the Finance Documents to which it is a party and the
transactions under them which involve it, and the exercise by a Finance Party
of its rights or remedies under a Finance Document:


 


(i)                                      do not (and will not) contravene its constituent documents,
articles, certificate of incorporation, charter or by-laws (if any) or any law,
obligation or other document or agreement affecting it or its assets, or cause
a limitation on its powers or the powers of its directors to be exceeded;


 


(ii)                                   do not (and will not) create or impose, or require or result in the
creation of, an Encumbrance on any of its assets except a Permitted
Encumbrance; and


 


(iii)                                do not (and will not) result in an Event of Default described in
clause 21.1(b) occurring;


 


(f)                                     (accounts) its most recent Financial Statements last given to the Agent:


 


(i)                                      are a true and fair statement of its financial position; and


 


(ii)                                   disclose or reflect all its material actual and contingent
liabilities,


 


as at the date to which they are prepared;


 


(g)                                  (consolidated accounts) if it is
required to prepare consolidated Financial Statements, the most recent
consolidated Financial Statements of it and of the economic entity constituted
by it and the entities which it controls last given to the Agent:


 


(i)                                      are a true and fair statement of the economic entity’s financial
position; and


 


45

















 


(ii)                                   disclose or reflect all the economic entity’s material actual and
contingent liabilities,


 


as at the date to which they are prepared;


 


(h)                                  (litigation) there is no current, pending or threatened litigation (in the case
of the Recourse Guarantor, material litigation) or proceeding affecting it or,
other than in the case of Slough USA, any of its Subsidiaries or any of its or
their assets (in the case of the Security Provider, those of its assets as
comprise Secured Property) before a court, authority, Governmental Agency, commission
or arbitrator other than the Tri-Star Litigation;


 


(i)                                      (Authorisations) it has in full force and effect the Authorisations and other
consents necessary for it to enter into the Finance Documents to which it is a
party, to comply with its obligations and exercise its rights under them and to
allow them to be enforced in accordance with their terms;


 


(j)                                      (full
disclosure) it has fully disclosed in writing to
the Agent:


 


(i)                                      all documents and agreements to which it is a party; and


 


(ii)                                   all facts and all information (in the case of the Recourse Guarantor
and the Security Provider, being facts and information known to it or within
its possession and control) relating to it and its Subsidiaries, the Finance
Documents and all things in connection with them,


 


which are material to the assessment of the
nature and amount of the risk undertaken by the Finance Parties in entering
into the Finance Documents and doing anything in connection with them;


 


(k)                                   (default
under law) neither it nor, in the case of the Company
and the Recourse Guarantor, any of its Subsidiaries is in breach of a law or
obligation affecting it or their Secured Property;


 


(l)                                      (not
a trustee)


 


(i)                                      in the case of the Company, it does not hold any Secured Property or
enter into any Transaction Document as trustee save insofar as it holds any
Joint Property or Project Petroleum Interest as trustee under the terms of the
Operating Agreement or a Deed of Confirmation; and


 


(ii)                                   in the case of each other Project Party, it does not hold any
Secured Property or enter into any Finance Document as trustee;


 


(m)                                (benefit) it benefits by entering into the Transaction Documents to which it
is a party;


 


(n)                                  (solvency) there are no reasonable grounds to suspect that it or, in the case
of the Company, any of its Subsidiaries is unable to pay its debts as and when
they become due and payable or is otherwise Insolvent;


 


(o)                                  (no
benefit to related party)


 


46

















 


(i)                                      no person has contravened or will contravene section 208 or section
209 of the Corporations Act by entering into any Finance Document or
participating in any transaction in connection with a Finance Document;


 


(ii)                                   in the case of the Recourse Guarantor, no person associated with the
Recourse Guarantor has contravened or will contravene section 330 of the
Companies Act by entering into any Finance Document or participating in any
transaction in connection with a Finance Document;


 


(p)                                  (copies, information, etc.)


 


(i)                                      all copies of documents provided by it or expressly on its behalf to
the Finance Parties were true, complete and correct copies when provided (and
included everything that has the effect of varying or replacing a document);


 


(ii)                                   all information, data and documents (including the Information
Memorandum) provided by it or expressly on its behalf to the Joint Lead
Arrangers, a Finance Party and their respective consultants and advisors is
true and accurate and was not misleading (by omission or otherwise) at the date
of this agreement, or if later, when such information was provided;


 


(iii)                                each opinion, projection and forecast in any information provided by
it or expressly on its behalf to the Joint Lead Arrangers, a Finance Party and
their respective consultants and advisors has been prepared in good faith and
based on assumptions the discloser considered reasonable;


 


(q)                                  (ownership structure):


 


(i)                                      TOGC is a Wholly Owned Subsidiary of Tipperary;


 


(ii)                                   Tipperary CSG is a Wholly Owned Subsidiary of TOGC;


 


(iii)                                Tipperary Pastoral is a Wholly Owned Subsidiary of the Company;


 


(iv)                               the Company is legally and beneficially owned by TOGC and by Slough
USA as to 90% and 10% respectively; and


 


(v)                                  other than Tipperary Pastoral, the Company has no Subsidiaries;


 


(r)                                     (no
immunity) it does not have immunity from the
jurisdiction of a court or from legal process;


 


(s)                                   (Taxes) it has complied
with all laws in respect of Taxes in all jurisdictions in which it is subject to
taxation and has paid all Taxes (other than Contested Taxes) due and payable by
it;


 


(t)                                     (interest and fees)
interest and fees to be charged by each Finance Party are fair and reasonable;


 


47

















 


(u)                                  (no
material change) in the case of a Project Party
other than Slough USA and TOGC, there has been no change in its financial
position since the date to which its Financial Statements last given to the
Agent were prepared which is, or is likely to have, a Material Adverse Effect;


 


(v)                                  (no material change to
economic entity) in the case of a Project Party other than Slough USA and TOGC, if
it is required to prepare consolidated Financial Statements, there has been no
change in the consolidated financial position of the economic entity
constituted by it and the entities which it controls since the date to which the
consolidated Financial Statements of the economic entity last given to the
Agent were prepared which is, or is likely to have, a Material Adverse Effect;


 


(w)                                (priority of
obligations) its obligations under each Security to which it is a
party rank ahead of, and its obligations under each other Finance Document to
which it is a party rank at least equally with, all its unsecured and
unsubordinated indebtedness except liabilities mandatorily preferred by law and
as otherwise provided in the Security or a priority arrangement in respect of
the Security;


 


(x)                                    (Event
of Default, Potential Event of Default or Review Event)


 


(i)                                      in
the case of the Recourse Guarantor, Slough USA and TOGC, no Event of Default or
Potential Event of Default in relation to it subsists; and


 


(ii)                                   in
the case of each other Project Party, no Event of Default, Potential Event of
Default or Review Event subsists;


 


(y)                                  (Encumbrances) none of its Secured Property
is subject to an Encumbrance which is not a Permitted Encumbrance; and


 


(z)                                    (all
interests in Issuer) it has disclosed to the
Security Trustee all of its interest in Shares in the Issuer.


 


17.2                         Other general representations and warranties - Project Party


 


On and with effect from the date being the earlier of
the First Recalculation Date and the date nominated by the Company in a
Warranty Notice, each Project Party represents and warrants (except in relation
to matters disclosed to the Agent by the relevant party and accepted by the
Agent in writing, or disclosed and accepted in some other manner that the Agent
agrees) that:


 


(a)                                   (power) it has power to enter into the Project Documents and the Mortgaged
Documents to which it is a party and comply with its obligations under them and
to carry on its business as it is now being conducted or contemplated;


 


(b)                                  (corporate authorisations) it has taken all necessary corporate
action to authorise the entry into and performance of the Project Documents and
the Mortgaged Documents to which it is a party;


 


(c)                                   (validity
of obligations) its obligations under each Project
Document and Mortgaged Document to which it is a party are valid and binding


 


48

















 


and are enforceable against it in
accordance with their terms subject to any necessary stamping, registration and
equitable principles;


 


(d)                                  (no
contravention or exceeding power) the execution and
performance by it of the Project Documents and the Mortgaged Documents to which
it is a party and the transactions under them which involve it:


 


(i)                                      do not (and will not) contravene its constituent documents (if any)
or any law, obligation or other document or agreement affecting it or its
assets, or cause a limitation on its powers or the powers of its directors to
be exceeded;


 


(ii)                                   do not (and will not) create or impose an Encumbrance on any of its
assets except a Permitted Encumbrance; and


 


(iii)                                do not (and will not) result in an Event of Default described in
clause 21.1(b) occurring;


 


(e)                                   (full
disclosure) it has fully disclosed in writing to
the Agent:


 


(i)                                      all documents and agreements to which it is a party; and


 


(ii)                                   all facts and all information (in the case of the Recourse Guarantor
and the Security Provider, being facts and information known to it or within
its possession and control) relating to it and its Subsidiaries, the
Transaction Documents, the Project and all things in connection with them,


 


which are material to the assessment of the
nature and amount of the risk undertaken by the Finance Parties in entering
into the Finance Documents and doing anything in connection with them.


 


17.3                         General representations and warranties - Title


 


With effect from the First Recalculation Date, each
Project Party other than the Recourse Guarantor represents and warrants (except
in relation to matters disclosed to the Agent by the relevant party and
accepted by the Agent in writing, or disclosed and accepted in some other
manner that the Agent agrees) that:


 


(a)                                   subject to each Permitted Encumbrance, and, in the case of the
Company, save insofar as it holds any Joint Property or Project Petroleum
Interest as trustee under the terms of the Operating Agreement or a Deed of
Confirmation, it is the sole legal and beneficial owner of and has good title
to the Secured Property purported to be charged or mortgaged by it to the
Security Trustee; and


 


(b)                                  in the case of the Company and Tipperary CSG:


 


(i)                                      it is the beneficial owner of and has good title to all property
held by it or on its behalf and all undertakings carried on by it free from
Encumbrances, other than any Permitted Encumbrance or, in the case of the
Company, save insofar as it holds any Joint Property or Project Petroleum
Interest as trustee under the terms of the Operating Agreement or a Deed of
Confirmation; and


 


49

















 


(ii)                                   all of its assets (including all choses in action) are validly
charged and mortgaged under and on the terms of the Security to which it is a
party; and


 


(c)                                   in the case of Tipperary, all of its Project Assets (including all
choses in action) are validly charged and mortgaged under and on the terms of
the Security to which it is a party.


 


17.4                         Initial Project representations and warranties


 


Each Obligor represents and warrants (except in
relation to matters disclosed to the Agent by the relevant party and accepted
by the Agent in writing, or disclosed and accepted in some other manner that
the Agent agrees) that:


 


(a)                                   (Project Authorisations)


 


(i)                                      each Authorisation which is required for the conduct of:


 


(A)                                in the case of the Company and Tipperary CSG, its business; and


 


(B)                                  in the case of Tipperary, its business with respect to the Project;
and


 


(C)                                  the timely development, operation and conduct of the Project,


 


has been obtained and is in full force and
effect, except for any which as a matter of law or generally applicable
administrative practice or Good Operating Practice cannot or should not be
obtained until shortly before the events to which they relate occur where such
events are not imminent;


 


(ii)                                   there has been no default in the performance of any of the terms or
conditions of those Authorisations held by or granted to it or otherwise
relating to the Project which has, or is likely to have, a Material Adverse
Effect; and


 


(iii)                                it is not aware of any litigation or administrative proceeding, current
or pending or threatened in writing, in which the validity or effectiveness of
any of those Authorisations held by or granted to it or otherwise relating to
the Project is being challenged, other than the Tri-Star Litigation;


 


(b)                                  (entire agreement) the
Project Documents contain the entire agreement of the parties to them as to the
Project and supersede all previous agreements and understandings between them
in relation to the Project;


 


(c)                                   (cancellation, termination of
Project Documents and Mortgaged Documents) no event has occurred or
condition exists which would, or upon the giving of notice or with the passage
of time or both would, permit the cancellation, termination, rescission,
forfeiture or suspension of any Project Document or Mortgaged Document to which
it is a party;


 


(d)                                  (no default under Project
Documents  and Mortgaged Documents)
neither it nor, to the best of its knowledge, information and belief,


 


50

















 


having made due enquiry, any other party to
any Project Document or Mortgaged Document to which it is a party is in default
under any term or has breached any representation or warranty thereof, and it
is not aware of any notice in respect of a default or breach having been given
under any such Project Document or Mortgaged Document a copy of which notice
has not been provided to the Agent;


 


(e)                                   (Agreed Development Plan)
the Agreed Development Plan is the current committed plan of the Company in its
capacity as Operator, and the Obligors in their capacity as Parties, for the
development and operation of the Project; and


 


(f)                                     (Project Area) the
occupation, use and development of the Project Area complies with all
Environmental Laws and Environmental Approvals and the Project as contemplated
by the Agreed Development Plan complies with all applicable laws (including
Environmental Laws) and existing Authorisations (including Environmental
Approvals) for the Project;


 


(g)                                  (Environmental Approvals)
all Environmental Approvals (including in relation to the transportation,
delivery, creation, storage or discharge to the Environment of any Contaminant
in connection with the Project) required under any Environmental Law to occupy,
use, develop or carry out the Project are in full force and effect;


 


(h)                                  (caveats, land claims etc) no caveats, land
claims, native title claims, sacred site applications, heritage claims or
claims of any other nature whatsoever in respect of title to or use of land,
have been lodged or made under applicable law (including the common law) in
respect of the Project Area other than the Tri-Star Litigation;


 


(i)                                      (requisite access) at any time, the Project
Area, together with any other rights of access and other appurtenant rights at
that time granted or to be granted to the Parties or the Operator under any Project
Document, comprise all the land, licences and other such rights which are
required and which are necessary for the effective and lawful operation and
development of the Project in accordance with the Agreed Development Plan at
that time;


 


(j)                                      (Project viability) to the best of its
knowledge, information and belief, having made due enquiry, there is no
existing act, matter, thing or circumstance which would or could reasonably be
expected to have a material adverse effect on the scope or commercial viability
of the Project or the Secured Property;


 


(k)                                   (no
contravention notices)  to the best of its knowledge, information and belief (having made
due enquiry as and from the First Recalculation Date), no contravention notices have been received
from the Minister under the Petroleum Act in relation to the Project Petroleum
Interests held by Tri-Star;


 


(l)                                      (no
unregistered dealings)  to the best of its knowledge, information and belief, there are no unregistered dealings
in the Project Petroleum Interests held by Tri-Star that will or are reasonably
likely to prevent the Company satisfying the conditions in part 2 of schedule
1;


 


51

















 


(m)                                (development
and production)  to the best of its knowledge, information and belief (having made
due enquiry as and from the First Recalculation Date), there are no breaches of the programs for the
development and production of petroleum from the Project lodged with the
Minister under the Petroleum Act;


 


(n)                                  (GSA Completion) as and from the date upon
which a Gas Sale Agreement is entered into which falls within paragraph (a) of
the definition of Accepted Gas Sale Agreement, it is not aware of any matter,
thing or circumstance which would or could reasonably be expected to prevent
GSA Completion occurring with respect to that agreement; and


 


(o)                                  (royalties) 
no royalty or similar payment is due with respect to gas produced from
the Project Area or the proceeds of sale thereof other than to the State of Queensland
or under the Royalty Agreements.


 


17.5                         Other representations and warranties


 


On and with effect from the date being the earlier of
the First Recalculation Date and the date nominated by the Company in a
Warranty Notice, each Obligor represents and warrants (except in relation to
matters disclosed to the Agent by the relevant party and accepted by the Agent
in writing, or disclosed and accepted in some other manner that the Agent
agrees) that:


 


(a)                                   (validity
of obligations)


 


(i)                                      its obligations under each Project Document and Mortgaged Document
to which it is a party are valid and binding and are enforceable against it in
accordance with their terms subject to any necessary stamping, registration and
equitable principles; and


 


(ii)                                   to the best of its knowledge, information and belief (in the case of
each Material Project Document, having made due enquiry), each Project Document
and Mortgaged Document to which it is a party is valid and binding on the other
parties to it and enforceable against them in accordance with its terms,
subject to any necessary stamping, registration and equitable principles;


 


(b)                                  (Project
Document and Mortgaged Document Authorisations) it
has in full force and effect the Authorisations necessary for it to enter into
the Project Documents and the Mortgaged Documents to which it is a party, to
comply with its obligations and exercise its rights under them and to allow
them to be enforced in accordance with their terms;


 


(c)                                   (participation in wells) each Party to the
1992 Operating Agreement as at the date of this agreement (or a predecessor in
title to that party) was a Drilling Party (as defined in the 1992 Operating
Agreement) in respect of the drilling of each well under the 1992 Operating
Agreement prior to the date of this agreement;


 


(d)                                  (participation in Project) the Company in
its capacity as Operator, and the Obligors and the Other Parties as Parties,
hold all of the interests in, and rights over, the Project and the Project
Assets;


 


52

















 


(e)                                   (appointment as Operator)


 


(i)                                      the
Company has been validly appointed as the Operator under the Operating
Agreements;


 


(ii)                                   the
Company is acting as Operator under the Operating Agreements; and


 


(f)                                     (Agreed Development Plan) the Agreed Development
Plan may be implemented by the Operator without any consent, approval or
instruction of any Party or any restriction under any Operating Agreement.


 


17.6                         Recourse Guarantor borrowing limit


 


The Recourse Guarantor represents and warrants that
the making of each Drawing does not contravene any limit on borrowing contained
in its articles of association.


 


17.7                         Warranty
Notice


 


(a)                                   Each Project Party (in the case of clause 17.2) and each Obligor (in
the case of clause 17.5) will use all reasonable endeavours to do such acts,
matters and things as may be necessary to enable the Company to give a Warranty
Notice as soon as practicable and in any event not later than 30 June 2005.


 


(b)                                  A failure of the Company to give a Warranty Notice by 30 June 2005
or by the First Recalculation Date does not affect the representations and
warranties of each Project Party under this clause 17.


 


17.8                         Repetition of representations and warranties


 


As and from the date upon which they are first given,
the representations and warranties by each Project Party (other than the
Recourse Guarantor) in this clause 17 are taken to be also made (by reference
to the then current circumstances) on:


 


(a)                                   each Drawdown Date; and


 


(b)                                  each Interest Payment Date; and


 


(c)                                   every three months after the date of this agreement.


 


As and from the date upon which they are first given,
the representations and warranties by the Recourse Guarantor in clauses
17.1(a), (b), (c), (d), (e), (i) and (r) are taken to be also made (by
reference to the then current circumstances) on:


 


(d)                                  each Drawdown Date; and


 


(e)                                   each Interest Payment Date; and


 


(f)                                     every three months after the date of this agreement.


 


53

















 


The other representations and warranties by
the Recourse Guarantor in this clause 17 are taken to be also made (by
reference to the then current circumstances) on each such date prior to the
Recourse Guarantor Release Date.


 


17.9                         Reliance


 


Each Project Party acknowledges that each Finance
Party has entered into the Finance Documents in reliance on the representations
and warranties given by it in this clause 17.


 


18                                   Undertakings


 


18.1                         General undertakings - Obligors and Tipperary Pastoral


 


Each Obligor and Tipperary Pastoral undertakes:


 


(a)                                   (accounting
records) to keep proper accounting records and, in
the case of the Company, ensure that each of its Subsidiaries does the same;
and


 


(b)                                  (preparation of Financial
Statements) to ensure that the Financial Statements provided by it:


 


(i)                                      comply with current accounting practice; and


 


(ii)                                   give a true and fair view of its state of affairs and the results of
its operations, as at that date, and for the period ending on the date, to
which they are prepared;


 


(c)                                   (no
cessation of business) not, without the Agent’s
consent, to cease conducting any part of its business relating to or impacting
upon the Project and its financing and not to significantly change the general
character of the business it conducts; and


 


(d)                                  (maintain
Authorisations) unless the Agent otherwise agrees,
to obtain, renew on time and comply with the terms of each Authorisation:


 


(i)                                      necessary for it to enter into the Transaction Documents to which it
is a party;


 


(ii)                                   which is material to the performance by a party of its obligations
under a Transaction Document;


 


(iii)                                which is required for it to exercise its rights under each
Transaction Document from time to time and


 


(iv)                               which is required for the validity or enforceability of a
Transaction Document in accordance with its terms; and


 


(e)                                   (notify
interests in land, etc) to give the Agent details
about:


 


(i)                                      all land and interests in land (such as leases) each Obligor or
Tipperary Pastoral acquires or agrees to acquire (other than, in the case of
Tipperary, any land or interests in land acquired outside Australia); and


 


54

















 


(ii)                                   all permits, authorities, licences or leases under any Australian
law an Obligor or Tipperary Pastoral acquires or agrees to acquire or is issued
or applies for; and


 


(f)                                     (Taxes) to:


 


(i)                                      pay when due all Taxes (other than Contested Taxes) and other
outgoings payable by it;


 


(ii)                                   pay such Contested Taxes after the final determination or settlement
of such contest in accordance with the terms of the determination or
settlement;


 


(iii)                                not, without the consent of the Agent, such consent not to be
unreasonably withheld or delayed, permit:


 


(A)                                itself to be a member of a GST group or a participant in a GST joint
venture for the purposes of Divisions 48 or 51 of the GST Act unless:


 


(aa)                             that GST joint venture is registered only in respect of the Project
and comprises the Parties (or some of them) and no other person;


 


(ab)                            no amount is payable to the Australian Taxation Office by or for
that GST joint venture; and


 


(ac)                             the net amount paid by the Australian Taxation Office relating to
that GST joint venture for each tax period is paid to the Company and credited
to the Proceeds Account (after the First Recalculation Date) and the Operating
Account otherwise;


 


(B)                                  or otherwise allow any rights in respect of the whole or part of any
input tax credits to which it is entitled to be transferred to or otherwise
used by or for the benefit of any other person; or


 


(C)                                  itself to be the head entity or other nominated Tax paying entity on
behalf of a consolidated tax group;


 


(iv)                               without limiting clause 18.1(f)(iii), enter into a tax sharing
agreement and a tax indemnity on terms and conditions reasonably satisfactory
to the Agent if it becomes a member of a consolidated tax group;


 


(g)                                  (status
certificates) on request from the Agent, to give
the Agent a certificate signed by two of its directors which states whether an
Event of Default, Potential Event of Default or Review Event subsists; and


 


(h)                                  (conduct
of business)


 


55

















 


(i)                                      in the case of Tipperary, to conduct its business relating to the
Project and its holding of shares in TOGC (including collecting debts owed to
it) in a proper, orderly and efficient manner; and


 


(ii)                                   in the case of the other Obligors and Tipperary Pastoral, to conduct
its business (including collecting debts owed to it) in a proper, orderly and
efficient manner; and


 


(i)                                      (not
give financial accommodation) other than in the
case of Tipperary, not, without the Agent’s consent, to provide financial
accommodation to any person other than Finance Debt referred to in paragraph
(b) of the definition of Permitted Finance Debt; and


 


(j)                                      (ensure
no Event of Default,  Potential  Event of
Default or Review Event) to do everything necessary to ensure that
no Event of Default, Potential Event of Default or Review Event occurs; and


 


(k)                                   (corporate existence) to do everything necessary to maintain its corporate existence in
good standing and to not, without the consent of the Agent (such consent not to
be unreasonably withheld), transfer its jurisdiction of incorporation or enter
into any merger or consolidation; and


 


(l)                                      (hedging)  that it will implement and maintain, and not
enter into any hedging otherwise than in accordance with, the FX Hedging Policy
and the Interest Rate Hedging Policy, and that all such hedging will comply
with schedule 10; and


 


(m)                                (dividends) in the case
of the Company, it will ensure that Tipperary Pastoral declares and pays a
dividend not less than once in each financial year to the greatest extent that
it may do so under the Corporations Act; and


 


(n)                                  (Tipperary support) in
the case of Tipperary, it will provide to the Company such expertise and
technical and management support and resources as may be reasonably necessary to
enable the Company to carry out the Project in accordance with the Agreed
Development Plan.


 


18.2                         General undertakings - Slough USA and TOGC


 


Each of Slough USA and TOGC undertakes:


 


(a)                                   (maintain
Authorisations) to obtain, renew on time and comply
with the terms of each Authorisation necessary for it to enter into the Finance
Documents to which it is a party, to comply with its obligations and exercise
its rights under them from time to time and to allow them to be enforced in
accordance with their terms; and


 


(b)                                  (Taxes) to:


 


(i)                                      pay when due all Taxes (other than Contested Taxes) and other
outgoings payable by it;


 


56

















 


(ii)                                   pay such Contested Taxes after the final determination or settlement
of such contest in accordance with the terms of the determination or
settlement;


 


(c)                                   (status
certificates) on request from the Agent, to give
the Agent a certificate signed by two of its officers which states whether an
Event of Default or Potential Event of Default subsists in relation to it; and


 


(d)                                  (ensure
no Event of Default or  Potential  Event of
Default occurs) to do everything necessary to ensure that no Event
of Default or Potential Event of Default occurs in respect of it; and


 


(e)                                   (corporate existence) to do everything necessary to maintain its corporate existence in
good standing and to not, without the consent of the Agent (such consent not to
be unreasonably withheld or delayed having regard to the interests of the
Finance Parties under the Security), transfer its jurisdiction of incorporation
or enter into any merger or consolidation.


 


18.3                         General undertakings - Recourse Guarantor


 


The Recourse Guarantor undertakes:


 


(a)                                   (accounting
records) until the Recourse Guarantor Release Date,
to keep proper accounting records; and


 


(b)                                  (preparation of Financial
Statements) until the Recourse Guarantor Release Date, to ensure
that the Financial Statements provided by it:


 


(i)                                      comply with current accounting practice; and


 


(ii)                                   give a true and fair view of its state of affairs and the results of
its operations, as at that date, and for the period ending on the date, to
which they are prepared;


 


(c)                                   (maintain
Authorisations) to obtain, renew on time and comply
with the terms of each Authorisation necessary for it to enter into the Finance
Documents to which it is a party, to comply with its obligations and exercise
its rights under them from time to time and to allow them to be enforced in
accordance with their terms; and


 


(d)                                  (Taxes) until the
Recourse Guarantor Release Date, to:


 


(i)                                      pay when due all Taxes (other than Contested Taxes) and other
outgoings payable by it;


 


(ii)                                   pay such Contested Taxes after the final determination or settlement
of such contest in accordance with the terms of the determination or settlement;


 


(e)                                   (status
certificates) on request from the Agent, to give
the Agent a certificate signed by two of its directors which states whether an
Event of Default or Potential Event of Default subsists in respect of it; and


 


57

















 


(f)                                     (conduct
of business) until the Recourse Guarantor Release
Date, to conduct its business (including collecting debts owed to it) in a
proper, orderly and efficient manner; and


 


(g)                                  (ensure
no Event of Default or  Potential  Event of Default
occurs) to do everything necessary to ensure that no Event of
Default or Potential Event of Default in respect of it occurs; and


 


(h)                                  (corporate existence) to do everything necessary to maintain its corporate existence in
good standing; and


 


(i)                                      (jurisdiction)  until the Recourse Guarantor Release Date,
not to transfer its jurisdiction of incorporation.


 


18.4                         Reporting, information and access -
Obligors and Tipperary Pastoral


 


Each Obligor and Tipperary
Pastoral undertakes to give, or to procure the giving of, the following:


 


(a)                                   (annual accounts) other
than in the case of Tipperary CSG and Tipperary Pastoral, its audited Financial
Statements for each financial year to the Agent within 120 days after the end
of that year; and


 


(b)                                  (annual consolidated accounts) other than in the case of Tipperary CSG and Tipperary Pastoral, if
it is required to prepare consolidated Financial Statements under applicable
legislation in its place of incorporation, the audited consolidated Financial
Statements of the economic entity constituted by it and the entities which it
controls for each financial year to the Agent within 120 days after the end of
that year; and


 


(c)                                   (half
yearly accounts)


 


(i)                                      other than in the case of the Company, Tipperary CSG and Tipperary
Pastoral, its Financial Statements (audited if required under applicable
legislation in its place of incorporation) for the first half of each financial
year to the Agent within 90 days after the end of that half year; and


 


(ii)                                   in the case of the Company, its management report to its Board of
Directors for the first half of its financial year, in such form as is approved
by the Agent from time to time, to the Agent within 30 days after the end of
that half year; and


 


(d)                                  (half yearly consolidated accounts) other than in the case of Tipperary CSG and Tipperary Pastoral, if
it is required to prepare consolidated Financial Statements under applicable
legislation in its place of incorporation, to give the consolidated Financial
Statements (audited if required under applicable legislation in its place of
incorporation) of the economic entity constituted by it and the entities which
it controls for the first half of each financial year to the Agent within 90
days after the end of that half year; and


 


58

















 


(e)                                   (marketing reports)
within 15 Business Days after the end of each Quarter, a marketing report for
the Project for the preceding Quarter containing such information as the Agent
reasonably requires;


 


(f)                                     (operations reports)
within 10 Business Days after the end of each calendar month, an operations
report for the Project for the preceding month containing such information as
the Agent reasonably requires;


 


(g)                                  (Annual budget and operating plan)
as soon as practicable (but in any event not later than 10 Business Days) prior
to the end of each calendar year, an annual budget and operating plan for the
next calendar year for the Project, including details of projected Operating
Costs, Revenues, Project Costs, Corporate Costs, CADS and production, that
budget to be in a form reasonably agreed by the Agent and to be in accordance
with the Agreed Development Plan at that time;


 


(h)                                  (reserves report) as
soon as practicable (but in any event not later than 60 Business Days after the
end of each financial year of the Company), a copy of the reserves report
prepared for the Obligors for the Project;


 


(i)                                      (cashflow reports) as
soon as it is prepared, and in any event within five Business Days after the
last day of a Calculation Period, a cashflow report for that Calculation Period
signed by an Authorised Officer of the Company, in a form agreed between the
Company and the Agent, which will enable the Agent to verify the calculations
of:


 


(i)                                      the Project Revenue, Operating Costs, Project Costs, Corporate Costs
and CADS for that Calculation Period; and


 


(ii)                                   the Financial Ratios as at the last day of that Calculation Period,


 


accompanied by a report by the Company as
to the then current anticipated date for Project Payout to occur;


 


(j)                                      [***]


 


(k)                                   (Governmental Agency notices)
as soon as it is given or received, a copy of any material notice, report or
order given or received by or on behalf of it to or from a Governmental Agency
relating to:


 


(i)                                      any Authorisation or Environmental Approval relating to the Project
or a Transaction Document or any Secured Property or its use or the condition
of it, or the Project;


 


(ii)                                   any approval to flare gas;


 


(iii)                                any requirement for the Obligors or the Operator to obtain any
Environmental Approval for interests granted under the Petroleum Act prior to
the commencement of the Environmental Protection Act 1994 (Qld);


 


(iv)                               the relinquishment of any blocks under a Project ATP;


 












*** Text has been omitted and filed
separately with the Securities and Exchange Commission.  Confidential treatment has been requested
under 17 C.F.R. section 240.24b-2.


 


59

















 


(l)                                      (other notices) as soon
as it is given or received, a copy of any material notice, report or other
document given, or notice, report or other document received, by or on behalf
of it in connection with any Secured


 


(m)                                Property or under or in connection with any Project Document or
Mortgaged Document, including a copy of the monthly gas balance statements furnished
by the Operator under paragraph A of the Gas Balancing Agreement;


 


(n)                                  (assistance) reasonable
assistance in the preparation of any report in respect of the Project which the
Agent reasonably requires;


 


(o)                                  (access to Project)
upon request by not less than two Business Day’s notice to the Company, access
for the Agent, the Independent Technical Expert and any other consultant
appointed by the Agent to the Project and the Project Area, and any other
matter or thing the Agent may request;


 


(p)                                  (notices) as soon as it
becomes aware of the same, a notice containing reasonable details of:


 


(i)                                      (litigation) any actual
or written threat of litigation, arbitration, criminal, administrative or
similar proceedings in respect it or its assets involving a claim or liability
in excess of A$1,000,000 or its equivalent or which, if adversely determined,
will or could, in the opinion of the Agent, reasonably be expected to have a
Material Adverse Effect;


 


(ii)                                   (breach of representation or
warranty) any representation or warranty made or taken to be made by
it being incorrect or misleading when made or taken to be made; and


 


(iii)                                (Potential Event of Default, Event
of Default, or Review Event) the occurrence of any Potential Event
of Default, Event of Default or Review Event; and


 


(iv)                               (material agreements)
its entry into any material agreement with respect to the Project;


 


(v)                                  (material disputes) any
material dispute in relation to the Project or any Project Document or any
Mortgaged Document;


 


(vi)                               (force majeure events)
any event of force majeure under any Project Document or Mortgaged Document;


 


(vii)                            (casualty occurrences)
any Casualty Occurrence for a total amount of A$1,000,000 (or its equivalent)
or more;


 


(viii)                         (counterparty breach)
any breach by a counterparty of its obligations under any Project Document or
Mortgaged Document and the steps being taken by the counterparty to remedy that
breach;


 


60

















 


 


(ix)           (compulsory acquisition) any proposal by any
Governmental Agency to acquire compulsorily the whole or a substantial part of
the Project, any Secured Property or its assets or business; and


 


(x)            (Environmental non-compliance) any material
non-compliance with any Environmental Law or Environmental Approval or Authorisation
relating to the Project or the Transaction Documents;


 


(xi)           (native title claim) any native title claim,
heritage claim or sacred site application covering all or any part of the
Project Area;


 


(xii)          (reference) any reference of the Project to
the Department of Environment and Natural Heritage;


 


(q)           (gas balancing) any notice given by an
underproduced party under paragraph B of the Gas Balancing Agreement;


 


(r)            (annual review)  a copy of the annual review of the Project conducted by the
Department of Natural Resources and Minerals for compliance with the Code of
Practice and the Environmental Management Plan for the Project;


 


(s)            (other information) promptly, any other
information, document and supporting evidence in relation to the Project
Parties, the Joint Property, the Secured Property or the Project or its
financial condition or business which the Agent reasonably requests from time
to time;


 


(t)            (copies) sufficient copies of any
communication or document it is required to give the Agent so as to enable the
Agent to give one copy to each Financier; and


 


(u)           (Project Accounts) promptly after its
receipt, copies of all statements issued in relation to such of its Project
Accounts as are not held with the Agent.


 


18.5        Reporting, information and access - Recourse Guarantor


 


Until the Recourse Guarantor
Release Date, the Recourse Guarantor undertakes to give, or to procure the
giving of, the following to the Agent:


 


(a)            (annual accounts) its audited Financial
Statements for each financial year to the Agent within 180 days after the end
of that year; and


 


(b)           (annual consolidated accounts) if it is required to prepare consolidated Financial Statements
under applicable legislation in its place of incorporation, the audited
consolidated Financial Statements of the economic entity constituted by it and
the entities which it controls for each financial year to the Agent within 180
days after the end of that year; and


 


(c)            (half yearly accounts) its Financial Statements (audited if required under applicable legislation
in its place of incorporation) for the first 


 


61

















 


half of each financial year to the Agent
within 90 days after the end of that half year; and


 


(d)           (half
yearly consolidated accounts) if it is required to
prepare consolidated Financial Statements under applicable legislation in its
place of incorporation, to give the consolidated Financial Statements (audited
if required under applicable legislation in its place of incorporation) of the
economic entity constituted by it and the entities which it controls for the
first half of each financial year to the Agent within 90 days after the end of
that half year; and


 


(e)            (assistance) reasonable assistance in the
preparation of any report in respect of the Project which the Agent reasonably
requires;


 


(f)            (notices) as soon as it becomes aware of the
same, a notice containing reasonable details of:


 


(i)             (litigation) any actual or written threat of
litigation, arbitration, criminal, administrative or similar proceedings in
respect of it or its assets involving a claim or liability which, if adversely
determined, will or could, in the opinion of the Agent, reasonably be expected
to have a Material Adverse Effect;


 


(ii)            (breach of representation or warranty) any
representation or warranty made or taken to be made by it being incorrect or
misleading when made or taken to be made; and


 


(iii)           (Event of Default) the occurrence of any
Potential Event of Default or Event of Default in respect of it; and


 


(g)           (other information) promptly, any other
information, document and supporting evidence in relation to it or its
financial condition or business which the Agent reasonably requests from time
to time;


 


(h)           (copies) sufficient copies of any
communication or document it is required to give the Agent so as to enable the
Agent to give one copy to each Financier.


 


18.6        Reporting, information and
access - Slough USA and TOGC


 


Each of Slough USA and TOGC
undertakes to give, or to procure the giving of, the following to the Agent:


 


(a)            (notices) as soon as it becomes aware of the
same, a notice containing reasonable details of:


 


(i)             (litigation) any actual or written threat of
litigation, arbitration, criminal, administrative or similar proceedings in
respect it or its assets involving a claim or liability which, if adversely
determined, will or could, in the opinion of the Agent, reasonably be expected
to have a Material Adverse Effect;


 


(ii)            (breach of representation or warranty) any
representation or warranty made or taken to be made by it being incorrect or
misleading when made or taken to be made; and


 


62

















 


(iii)           (Event of Default) the occurrence of any
Potential Event of Default or Event of Default in respect of it; and


 


(b)           (other information) promptly, any other
information, document and supporting evidence in relation to it or its
financial condition or business which the Agent reasonably requests from time
to time;


 


(c)            (copies) sufficient copies of any
communication or document it is required to give the Agent so as to enable the
Agent to give one copy to each Financier.


 


18.7        Purpose
undertaking


 


The Company undertakes to use each Facility only for
its purpose set out in the Details and to use the Working Capital Facility only
for the purpose set out in the Working Capital Facility Agreement.


 


18.8        Negative
pledge


 


Each Project Party (other than the Recourse Guarantor)
agrees:


 


(a)            (no disposal)
in respect of any of its property (or any interest in any of it), without the Agent’s
consent, not to:


 


(i)             sell
or dispose of it;


 


(ii)            lease
or licence it, or deal with any existing lease or licence (including allowing a
surrender or variation);


 


(iii)           part
with possession of it;


 


(iv)          allow a
set-off or combination of accounts; or


 


(v)           change
its nature;


 


(vi)          waive
its rights or release any person from their obligations in connection with that
property;


 


(vii)         allow
any interest in any of it to arise or be varied; or


 


(viii)        deal in
any other way with it; or


 


(ix)           agree
to or attempt to do any of these things,


 


either in a single transaction or in a
series of transactions whether related or not and whether voluntarily or
involuntarily, except:


 


(x)            sales
or disposals in any calendar year of assets for fair value which are not, or are
no longer, required for the purposes of the Project up to an aggregate value of
A$250,000 in that year; or


 


(xi)           the
grant of a Permitted Encumbrance; or


 


(xii)          in the
case of Slough USA, Tipperary and TOGC, any dealing with any of its property
situated outside Australia which is not 


 


63

















 


Secured Property or a Project Asset or an
asset related to, connected with or required for the Project; or


 


(xiii)         in the
case of an Obligor, a disposal of, dealing with or parting with possession of
Secured Property (other than Mortgaged Property) over which a charge created by
a Deed of Security is for the time being a floating charge in the ordinary
course of its business;


 


(b)           (no
Encumbrances) without the Agent’s consent, not to create an
Encumbrance or allow one to exist on the whole or any part of its present or
future property, other than:


 


(i)             any
Permitted Encumbrance; or


 


(ii)            in
the case of Slough USA, Tipperary and TOGC, an Encumbrance on any of its
property situated outside Australia which is not Secured Property or a Project
Asset or an asset related to, connected with or required for the Project;


 


(c)            (Finance Debt) in the case of the Company,
Tipperary Pastoral and Tipperary CSG, not to:


 


(i)             incur
or allow to exist any Finance Debt except Permitted Finance Debt; or


 


(ii)            satisfy
any Finance Debt the Obligor now or in the future owes to another person (other
than a Finance Party) other than:


 


(A)           in
accordance with the provisions of the Subordination Deed; or


 


(B)           as an
Operating Cost in accordance with clause 16.4 or clause 16.5; and


 


(d)           (no Subsidiaries) in the case of the
Company, Tipperary Pastoral and Tipperary CSG, not, without the Agent’s
consent, to create or acquire any Subsidiary;


 


(e)            (no partnership or joint venture) in the
case of the Company, Tipperary Pastoral and Tipperary CSG, not, without the
Agent’s consent (such consent not to be unreasonably withheld), to enter into
any partnership or joint venture;


 


(f)            (no more shares) in the case of the Company,
Tipperary Pastoral and Tipperary CSG, not, without the Agent’s consent, to
create or issue any shares (or interests in shares) other than to a Security
Provider (or, in the case of Tipperary Pastoral, the Company) which is a then
current holder of shares in it, or agree to do so or grant a person a right to
take up any shares (or interest in shares) whether exercisable now or in the
future or if a contingency occurs or acquire any shares or interest in any
shares;


 


(g)           (constitution) in the case of the Company,
Tipperary Pastoral and Tipperary CSG, ensure that its constitution is not
amended other than as required to satisfy item 8 of schedule 1;


 


64

















 


(h)           (single purpose company)


 


(i)             in
the case of the Company and Tipperary CSG, not to carry on any business other
than the Project and, in the case of the Company, in connection with the Other
Interest, as contemplated by the Project Documents;


 


(ii)            in
the case of Tipperary Pastoral, not to carry on any business other than the
acquisition of the Shelton Land and such operations thereon as the Agent
approves from time to time;


 


(i)             (not deposit money as security) in the
case of an Obligor or Tipperary Pastoral, not to deposit money with a person in
circumstances where the money is not repayable unless an Obligor or another
person performs obligations (including to pay money) to that person, unless
that deposit comprises a Permitted Encumbrance;


 


(j)             (not reduce capital) to
ensure that the Company’s and Tipperary CSG’s capital is not reduced or made
capable of being called up only in certain circumstances; or


 


(k)            (not abandon proceedings)  not to abandon, settle, compromise or
discontinue or become nonsuited in respect of proceedings with any person (other
than a Finance Party) in connection with the Secured Property, other than a
settlement of the Tri-Star Litigation.


 


18.9        Project
undertakings


 


Each Obligor undertakes to:


 


(a)            (Agreed Development Plan):


 


(i)             ensure
that the Project is diligently designed, developed and operated in accordance
with the Agreed Development Plan;


 


(ii)            not,
without the consent of the Agent, make any material amendment, or series of
amendments that in aggregate are material, to the Agreed Development Plan;


 


(iii)           ensure
that there is no material change in the development or operation of the Project
from that assumed in the Agreed Development Plan;


 


(iv)          ensure
that not less than once in each calendar year the Agreed Development Plan is
reviewed and updated and submitted to the Agent (including for consent to any
material amendments thereto);


 


(v)           ensure
that on any date the Agreed Development Plan has monthly budgets for not less
than the next 12 month period; and


 


(vi)          ensure
that the Project is operated in accordance with the Project Documents and Good
Operating Practice;


 


(b)           (maintain Project) maintain the Project, or
cause the Project to be maintained, in good and substantial working order,
repair and condition


 


65

















 


(fair wear and
tear excepted) and in accordance with Good Operating Practice;


 


(c)            (enforce Project Documents  and Mortgaged Documents)


 


(i)             enforce
each Project Document and Mortgaged Document to which it is a party and
exercise its material rights under each such document and, while an Event of
Default subsists, enforce each Project Document and Mortgaged Document and
exercise its rights under them in accordance with the instructions of the
Agent;


 


(ii)            take
the action that a prudent, diligent and reasonable person would take to cause
any counterparty to a Project Document or a Mortgaged Document which has not
complied with obligations in connection with that document to pay an amount
equal to the liability or loss suffered by, either the Obligors or the Security
Trustee which is caused or contributed to, by that non-compliance; and


 


(d)           (amendment, termination etc of Project Documents
and Mortgaged Documents) not
without the prior consent of the Agent (such consent not to be unreasonably
withheld or delayed):


 


(i)             amend
or vary, or consent to any material amendment or variation of, a Project
Document or a Mortgaged Document;


 


(ii)            avoid,
release, surrender, terminate, rescind, repudiate, discharge (other than by
performance) or accept the termination or repudiation of, a Project Document or
a Mortgaged Document;


 


(iii)           enter
into any material agreement, document or understanding in connection with the
Project;


 


(iv)          expressly
or impliedly waive, or extend or grant any material time or indulgence in
respect of, any provision of a Project Document or a Mortgaged Document; or


 


(v)           cause
or permit a Project Document or a Mortgaged Document to be rendered void or
voidable;


 


(e)            (consent to assignment) not consent or agree
to any assignment, transfer or other similar dealing by another party to a
Project Document or a Mortgaged Document with any of that party’s rights or
obligations under or in connection with that document, except to the extent
that it is required so to do under that document or at law;


 


(f)            (obtain Authorisations) ensure that each
Authorisation (except for any Authorisation which in accordance with Good
Operating Practice would not be obtained, or is not obtainable, until later)
required for the carrying out of the Project (including in accordance with Good
Operating Practice) is obtained and promptly renewed and maintained in full
force and effect;


 


66

















 


(g)           (comply with Laws) comply fully with all
laws and Authorisations binding on it;


 


(h)           (comply with Project Documents and Mortgaged Documents)
comply with its
material obligations under the Project Documents and
the Mortgaged Documents;


 


(i)             (no abandonment) not abandon, or cause or
permit the abandonment of, the Project or put the Project on a care and maintenance
basis;


 


(j)             (environmental compliance)


 


(i)             ensure
that the Operator promptly applies for an Environmental Approval for the
Pipeline Licence;


 


(ii)            maintain
proper procedures to monitor:


 


(A)           its
compliance with Environmental Law, Environmental Approvals and Authorisations;
and


 


(B)           circumstances
which may give rise to a claim or to a requirement of expenditure by it or of
cessation or material alteration of its activity;


 


(iii)           do
everything necessary to facilitate any audit or review conducted by the Agent
of these procedures or of compliance with any Environmental Law, Environmental
Approval or Authorisation; and


 


(iv)          as soon
as it becomes aware of any material non-compliance with Environmental Law,
Environmental Approval or Authorisation, promptly remedy such non-compliance;


 


(k)            (Gas Sale Agreements) ensure that:


 


(i)             no
contract, agreement or arrangement for the sale or other disposal of gas
produced by the Project is entered into by it; and


 


(ii)            no
increase in the daily or annual delivery volumes which are the subject of a Gas
Sale Agreement are effected, other than an increase arising as a consequence of
nominations made within existing limits under the agreement,


 


without the prior consent of the Agent
(such consent not to be unreasonably withheld or delayed);


 


(l)             (gas marketing) ensure that all gas to which
it is entitled under the Operating Agreements produced by the Project and
available for transmission from the Project is marketed in a commercially
reasonable manner under prevailing market conditions and that gas is delivered
under Accepted Gas Sale Agreements in priority to any other gas sale agreement
where necessary or prudent to do so in order to maintain the Accepted Gas Sale
Agreement in good standing;


 


(m)           (sharing of gas proceeds) ensure that no
contract, agreement or arrangement is entered into whereby the proceeds of its
entitlement to 


 


67

















 


sales of gas produced by the Project are
shared with any person or any person obtains an interest therein;


 


(n)           (Tipperary
Pastoral land) ensure that Tipperary Pastoral promptly grants an
Encumbrance in favour of the Security Trustee over any land acquired by it in
form and substance reasonably acceptable to the Agent and the Security Trustee;
and


 


(o)           (Operator
funding) ensure that as and from the Maturity Date of the Recourse
Facility, the Operator will invoice Parties in such manner and by such dates so
that:


 


(i)             any right of forfeiture under the Operating
Agreement is preserved in the event that that invoice is not paid or is not
paid in accordance with the Operating Agreement; and


 


(ii)            the lien in Article VII.B of the Operating
Agreement applies to all moneys payable from time to time by a Party to the
Company under the Operating Agreement.


 


18.10      Recourse Guarantor Financial Undertakings


 


Until the Recourse Guarantor Release Date,
the Recourse Guarantor must ensure that:


 


(a)            Consolidated
Total Net Borrowings do not at any time exceed 1.25 times Consolidated Tangible
Net Worth at that time;


 


(b)           the
ratio of Consolidated Rental and Utilities Income to Consolidated Net Interest
Payable is not, at the end of each Measurement Period, less than 1.25 to 1;


 


(c)            Priority
Debt does not at any time exceed 0.5 times Consolidated Tangible Net Worth; and


 


(d)           Secured
Indebtedness does not at any time exceed 0.25 times Consolidated Tangible Net
Worth.


 


18.11      Change
of Control


 


(a)            The
Recourse Guarantor must ensure that:


 


(i)             prior
to the Recourse Guarantor Release Date, it does not cease to have Control of
Tipperary and one or more persons acquire Control of Tipperary unless:


 


(A)           those
persons:


 


(aa)          assume
the obligations of the Recourse Guarantor under the Finance Documents in form
and substance acceptable to the Agent; and


 


(ab)         are
approved by the Agent as having the requisite financial standing and
creditworthiness; or


 


68

















 


(B)           those
persons are acceptable to the Agent (acting reasonably); and


 


(ii)            on or
after the Recourse Guarantor Release Date, it does not cease to have Control of
Tipperary and one or more persons acquire Control of Tipperary unless those
persons are acceptable to the Agent (acting reasonably).


 


(b)           The
Recourse Guarantor may at any time provide the Agent with a short list of
prospective persons to acquire Control of Tipperary and detailed financial
information for any such person that is not rated by S&P or Moody’s.  Subject to receiving that financial
information, the Agent will within 30 days indicate whether or not, for the
purposes of clause 18.11(a), those persons are approved.  An approval so granted remains current until
the later of the date being six months after the date of the approval and the
date upon which any rated persons ceases to be so rated.


 


(c)            For
the avoidance of doubt, the Recourse Guarantor may cease to have Control of
Tipperary in circumstances where that cessation does not contravene clause
18.11(a) or another provision of a Finance Document or comprise an Event of
Default.


 


18.12      Secured
Property


 


Each Obligor and each Security Provider undertakes to:


 


(a)            (compliance)  comply on time with:


 


(i)             all
its obligations in connection with the Secured Property;


 


(ii)            all
its obligations in connection with any Encumbrance over the Secured Property;
and


 


(b)           (good condition) keep the
Secured Property in good working order and condition; and


 


(c)            (loss) take all reasonable
measures to protect the Secured Property from theft, loss or damage; and


 


(d)           (rectification)  at the Security Trustee’s request, promptly
rectify defects in the condition, validity or enforceability of the Secured
Property; and


 


(e)            (serious
damage)  notify the Security
Trustee if the Secured Property is defective or seriously damaged; and


 


(f)            (receipts)  at the Security Trustee’s request, deliver
to the Security Trustee receipts for payments referred to in clauses 18.1(f)
and 18.2(b) and this clause 18.12; and


 


(g)           (deposit documents)  deposit with the Security Trustee or its
nominee immediately or as soon as it receives them:


 


(i)             all
documents comprising the Mortgaged Documents; and


 


69

















 


(ii)            any
documents of title relating to Secured Property over which a charge created by
a Deed of Security is fixed; and


 


(iii)           any
other documents the Security Trustee requests relating to the Secured Property;
and


 


(h)           (compliance by occupiers)
ensure that each person who uses or occupies the Secured Property complies with
all laws and requirements of authorities in connection with the Secured
Property; and


 


(i)             (Works) excepting those
Works necessary to give effect to the Agreed Development Plan in accordance
with Good Operating Practice, obtain the Security Trustee’s consent before it
conducts major Works relating to land or any fixture, structure or improvement
on land or fixed to it forming part of the Secured Property or enter into a
contract to carry them out; and


 


(j)             (approved use) at the
Security Trustee’s request at any time while a Potential Event of Default or
Event of Default subsists, use its best endeavours to obtain permission to use
the Secured Property for any purpose the Security Trustee reasonably specifies;
and


 


(k)            (book debt)  until the Security Trustee otherwise directs,
procure the prompt collection of those of its book debts that comprise Secured
Property.  Each Obligor and Security
Provider appoints the Security Trustee its agent for this purpose; and


 


(l)             (ranking) not do anything
that may result in the Security Trustee’s rights under a Security ranking in
priority behind any claim of an Obligor or Security Provider over the Secured
Property; and


 


(m)           (variation in lease) not vary a lease of or
licence to use or occupy the Secured Property or cause or permit the rent or
licence fee payable under them to be determined without the consent of the Security
Trustee; and


 


(n)           (information
on New Rights) provide to the Security Trustee or its nominee,
immediately after becoming aware of the New Rights, particulars of all New
Rights and all documentary or other evidence of New Rights; and


 


(o)           (take up New
Rights) at the Security Trustee’s request, take up New Rights if, in
the Security Trustee’s opinion, failure to do so could mean that the Secured
Property or a Security is or is likely to become materially lessened in value
or prejudicially affected; and


 


(p)           (deliver
notices) give promptly to the Security Trustee, or its nominee, a
copy of notices and, at the Security Trustee’s request, reports given to the
shareholders of an Issuer; and


 


(q)           (assist
disposal) if the Security Trustee exercises any power of sale or
disposal in respect of the Secured Property, do everything in its power to
enable the sale or disposal and any registration required by the Security
Trustee; and


 


70

















 


(r)            (prejudicially affect Secured Property) not
do or omit to do anything or knowingly permit or cause anything to be done or
omitted which could mean in the reasonable opinion of the Security Trustee that
the Secured Property or a Security is or is likely to become materially lessened
in value or prejudicially affected; or


 


(s)            (improvements) except where necessary to
give effect to the Agreed Development Plan in accordance with Good Operating
Practice, not pull down or remove from its position at the date of this deed
immovable property, buildings, plant, fixtures, fittings or machinery forming
part of or used in connection with the Secured Property without the consent of
the Security Trustee.  The Security
Trustee may not withhold that consent unreasonably if the pulling down or removal
is:


 


(i)             necessary
because the immovable property, building, plant or machinery is worn out or
damaged (when it must be replaced by that Project Party with property of a
similar nature and of no lesser value); or


 


(ii)            required
by law or in connection with its refurbishment.


 


18.13      Disclosure
limitation


 


Despite any provision of any Finance Document, no
Project Party is obliged to disclose any document, information or communication
if that Project Party and its legal advisers, acting reasonably and in good
faith, are of the opinion that such document, information or communication
would not be discoverable or disclosable in litigation or other proceedings.


 


19            Insurances


 


19.1        General insurance obligations


 


Each Obligor must:


 


(a)            effect
and maintain, or cause to be effected and maintained, the insurances set out in
schedule 7;


 


(b)           effect
and maintain all insurances required to be maintained by it under all
applicable law; and


 


(c)            effect
and maintain all other insurances required to be maintained by the Obligors
under the Project Documents; and


 


(d)           effect
and maintain such other insurances as the Agent may (in accordance with
reasonable recommendations of its insurance consultant) from time to time
require having regard to:


 


(i)             the
requirements of the Project and Good Operating Practice;


 


(ii)            the
Agreed Development Plan; and


 


(iii)           the
Accepted Gas Sale Agreements; and


 


71

















 


(e)            ensure
that each Insurance Policy is with such reputable insurance company and
underwriter authorised to do business in Queensland with a long term credit
rating of A- or higher by S&P or A3 or higher by Moody’s and (where
appropriate) arranged through such insurance brokers as in each case the Agent
may reasonably approve from time to time.


 


19.2        Form and content of Insurance Policies


 


Each Insurance Policy must:


 


(a)            (terms and conditions) be in such form and
contain such conditions as the Agent may (having consulted an insurance
consultant) reasonably require (which, in relation to any particular Insurance
Policy, it is agreed must be not less favourable than the terms and conditions
of any equivalent Insurance Policies in effect at the date of the first
Drawing); and


 


(b)           (Financiers as co-insureds) except in
relation to any directors and officers insurance, motor vehicle, third party,
personal injury, and worker’s compensation insurance, be taken out in the names
of the Security Trustee (for and on behalf of the Security Beneficiaries) and
the Obligors for their respective rights and interests; and


 


(c)            (contents of
policies)  contain provisions
which are reasonably standard in the market for insurance of the type covered
by the applicable policy, including provisions which:


 


(i)             (continuance despite breach or sale)  provide that:


 


(A)           any
act, omission, breach or misrepresentation by any insured under the policy will
not prejudice the Insurance Policy in relation to any other named insured; and


 


(B)           any
change of ownership of all or any part of the Project or any interest therein
will not prejudice the insurance in relation to the Finance Parties;


 


(ii)            (interests of named insured)  vest the same rights in each named insured
as if the named insured had taken out a separate policy (subject to limits on
liability);


 


(iii)           (no set-off or counterclaim)  provide for the insurer to waive its right
to set off or reduce by way of counterclaim, or make any deduction or
withholding, in relation to a payment under the policy to the Finance Parties;


 


(iv)          (waiver of subrogation)  provide for a waiver of subrogation rights
against the named insureds (and their respective officers) by the insurer;


 


(v)           (Finance Parties not required to pay premiums)  provide for a waiver by the insurer of its
right to claim (including by way of 


 


72

















 


set off or reduction by way of
counterclaim) from the Finance parties any insurance premiums or commissions or
the like;


 


(vi)          (reductions)  despite the provisions of the Insurance Contracts Act 1984,
preclude any reduction in limits or coverage, or increase in deductibles,
without either the prior consent of the Security Trustee or the expiry of 60
days after notification of the relevant change to the Security Trustee;


 


(vii)         (insurer to notify various things)  despite the provisions of the Insurance
Contracts Act 1984, oblige the insurer to notify each named insured promptly
of:


 


(A)           any
proposed cancellation of the Insurance;


 


(B)           any
material change affecting any Insurance Policy;


 


(C)           any
act or omission or any event which might invalidate the Insurance Policy or
render it unenforceable;


 


(D)           non-receipt
of renewal instructions by the date 10 Business Days prior to the relevant due
date for expiry; and


 


(E)            any
failure to pay a premium when due;


 


(viii)        (30 day
continuation)  provide that,
despite the occurrence of any matter described in clause 19.2(c)(vii), the
affected policy is to continue unaltered for the benefit of the Finance Parties
for not less than 60 days after written notice is given to the Security Trustee
under that clause;


 


(ix)           (Security Trustee may pay premium)  despite the provisions of the Insurance
Contracts Act 1984, give the Security Trustee the right to pay a premium in
respect of the Insurance Policy which has not been paid by an Obligor by the due
date for payment (such right being exercisable within 20 Business Days after
the date of receipt of notification by the named insureds of a failure to pay);


 


(x)            (loss payee) name the Security Trustee as
loss payee on each Insurance Policy (other than a Liability Insurance Policy)
so that it will be entitled to receive all money payable under the relevant
policy, but unless an Event of Default is subsisting, the Security Trustee must
pay any money that it so receives into the Proceeds Account or the Insurance
Account, as applicable, to be applied in accordance with clauses 16.12
(“Insurance Account - withdrawals”) or 16.4 (“Proceeds Account - withdrawals”)
as applicable;


 


(xi)           (loss survey) provide that where more than
one insurer and reinsurer provides the coverage on any single Insurance Policy
under which all insurers and reinsurers agree upon the engagement of a single
firm to survey and investigate all losses on behalf of the insurers and
reinsurers.


 


73

















 


19.3        Undertakings in relation to Insurance Policies


 


Each Obligor must:


 


(a)            (pay premiums) ensure that all premiums,
calls, commissions, contributions, stamp duty, charges or other sums of money
necessary to maintain each Insurance Policy current are paid when due;


 


(b)           (comply with terms)comply with and observe
and procure that each other named insured (other than the Finance Parties)
complies with and observes the terms of each Insurance Policy and will not at
any time do or suffer anything to be done to the Secured Property by reason of
which any Insurance Policy may be rendered void or voidable;


 


(c)            (documents to
the Security Trustee) 
provide to the Security Trustee and the Agent:


 


(i)             a
certified copy of each policy, promptly after receipt of the policy from the
insurer;


 


(ii)            a
certified copy of any endorsement which amends any Insurance Policy in a way
which could be considered material within five Business Days of receipt
from the insurer;


 


(iii)           a
certificate evidencing the renewal or extension of any Insurance Policy within
five Business Days of such renewal or extension;


 


(iv)          copies
of any notice received by the Obligor or any other person from the insurer in
respect of any Insurance Policy, the contents of which materially affect the
nature or extent of the cover provided by that Insurance Policy, promptly after
its receipt; and


 


(v)           such
other details in respect of the Insurance Policies as the Security Trustee or
the Agent may from time to time reasonably request, promptly after the request;


 


(d)           (annual report) provide to the Security
Trustee and the Agent, not less than once in each 12 month period, a report of
an independent broker stating that in the opinion of that broker the insurance
then carried by the Obligors complies with this clause 19;


 


(e)            (maintain
Insurances)  do all things
necessary or desirable to maintain each Insurance Policy in full force and
effect;


 


(f)            (renew
Insurances)  renew each
Insurance Policy no later than its due date for expiry;


 


(g)           (facilitate
recoveries)  do all things
reasonably necessary or desirable to permit or facilitate the collection or
recovery of any money payable under each Insurance Policy;


 


(h)           (full
disclosure)  fully and
promptly disclose to all relevant insurers (and any persons acting on their
behalf) all material information relating to each Insurance Policy (whether
held solely or jointly with others) in


 


74

















 


all respects in which failure to do so will
or might vitiate or invalidate the relevant policy;


 


(i)             (input tax
credits)  if the Company is
entitled to claim any input tax credit in respect of insurance premiums paid
for the Insurances, notify its insurers accordingly at the time the Insurances
are placed; and


 


(j)             (no action
affecting rights)  not to do
(or omit to do) anything which does or might (or the omission of which does or
might) adversely affect the nature or extent of the rights of any named insured
under any of the Insurances, or extinguish, qualify or limit any obligations of
the insurer in respect of any Insurance Policy, or which may render the
Insurance Policy void or voidable;


 


(k)            (no
cancellation or change)  not
to do, or take any steps to, cancel or materially change any Insurance Policy;
or


 


(l)             (no
settlement of claims without Security Trustee’s approval)  except with the consent of the Security
Trustee, not to settle or compromise (or consent to any settlement or
compromise of) any proceeding or claim arising out of a Casualty Occurrence or
an insured event, other than one in relation to which the maximum amount
payable, or likely to be payable, does not exceed A$250,000.


 


19.4        Default
by Obligor


 


If an Obligor fails to effect or maintain any
insurance required under this agreement, or if any such insurance becomes void,
the Agent may effect and maintain such insurance at the cost of the Company,
and the Company must promptly upon demand repay to the Agent all premiums and
other money from time to time paid or payable by it in respect of such
insurance.


 


19.5        Notice
of claim


 


(a)            If an
event occurs which gives rise to a right to compensation or to a claim under
any Insurance Policy effected under this agreement (or which would have given
rise to such a right or claim had such insurance been effected) for an amount
in excess of A$250,000, the Obligors must give the Agent immediate notice of
such event.


 


(b)           The
Obligors must comply with all requests and instructions of the Agent in
connection with any such claim and subsequent dealing with the insurer.


 


19.6        Waiver


 


Each Obligor waives any and every claim for recovery
from the Finance parties for any and all loss or damage covered by any
Insurance Policy to the extent that that loss or damage is recovered under that
Insurance Policy.


 


19.7        Assumption of risk and indemnity


 


(a)            The
Obligors assume all risks and liability for the Secured Property and the
Project and for the construction, refurbishment, use, operation, maintenance,
repair and storage thereof and for injuries to or deaths of


 


75

















 


persons and damage to property however
arising from or incidental to such use, operation, maintenance, repair or
storage.


 


(b)           Each
Obligor must indemnify and hold the Finance Parties harmless from all losses,
damages, claims, penalties, liabilities and expenses, including legal costs
however arising or incurred because of or incidental to the Secured Property or
the Project or the use, operation, maintenance, repair or storage or alleged
use, operation, maintenance, repair or storage of them.


 


19.8        Environmental
laws


 


Without limiting the generality of clause 19.7
(“Assumption of risk and indemnity”), each Obligor acknowledges that the
indemnity and assumption of risk contained in clause 19.7 (“Assumption of risk
and indemnity”) extends to the liabilities and obligations (if any) of the
Finance Parties under all Environmental Laws.


 


19.9        Continuing
indemnity


 


The assumption of risk and indemnity contained in
clause 19.7 (“Assumption of risk and indemnity”) will continue in full force
and effect despite the termination of this agreement or any of the other
Transaction Documents whether by the passage of time or otherwise.


 


20            Review Event


 


20.1        Review Event


 


It is a Review Event if an event referred to in
clauses 1.2(a) to 1.2(f) (inclusive) of the Slough Indemnity exists, arises or
occurs, whether before or after the First Recalculation Date, provided that a
Review Event will be taken not to occur in respect of an event referred to in
clause 1.2(f) of the Slough Indemnity unless:


 


(a)            the
order or arbitral award referred to in that clause 1.2(f) is for an aggregate
monetary amount in excess of A$10,000,000 (or its equivalent); and


 


(b)           either:


 


(i)             the
order or arbitral award referred to in that clause 1.2(f) may not, when made,
be subject to further appeal or review; or


 


(ii)            if
the order or arbitral award referred to in that clause 1.2(f) may, when made,
be subject to further appeal or review:


 


(A)           the
relevant Obligor does not, within five days of the making of the order or
arbitral award, make provision, in form and substance acceptable to the Agent,
for the amount of the order or arbitral award out of moneys then able to be
paid or applied by the Company under clause 16.6 (“Proceeds Account -
Distributions”) or moneys paid to the Company by way of equity (on terms and
conditions acceptable to the Agent) or debt


 


76

















 


(on terms and conditions, including as to
subordination, acceptable to the Agent); or


 


(B)           the
order or arbitral award is not the subject of an appeal or a request for review
during the period in which it is able to be appealed or a request for review
made in respect of it.


 


20.2        Consequences of Review Event


 


On becoming aware of the occurrence of a Review Event,
the Financiers may:


 


(a)            review
their participation generally in the Facilities; and


 


(b)           from
the date when the Financiers notify the Company that they are aware of the
occurrence of the Review Event, consult with the Company for a period of 30
days in relation to any possible changes to the Facilities (including their
terms and conditions, pricing, fees, maturity dates and commitments) in
response to the occurrence of the Review Event.


 


If at the end of that 30 day period any Financier
decides (in its absolute discretion) that it no longer wishes to participate in
the Facilities, then that Financier may (without being obliged to give any
reasons) notify the Company that the Amount Owing to that Financier is payable
on the date which is 30 days after the date of that notice, the Company must
comply with the terms of that notice and the provisions of clause 7.4
(“Mandatory Prepayment - Review Event”) will apply.


 


21            Default


 


21.1        Events
of Default


 


Each of the following is an Event of Default:


 


(a)            (non-payment - Finance Document) a
Project Party does not pay on time (or within two Business Days of the amount
becoming payable) any amount (other than reimbursable costs and expenses
payable under clause 22.1) payable by it under any Finance Document in the
manner required under it; or


 


(b)           (cross default) any present or
future Finance Debt of an Obligor or the Recourse Guarantor (in the case of the
Recourse Guarantor or Tipperary, for amounts totalling more than £1,000,000 or
A$1,000,000 respectively, or their equivalent) is not satisfied on time (or by
the end of its period of grace) or becomes prematurely payable or capable of
being declared prematurely payable prior to its stated maturity or expiry; or


 


(c)            (incorrect certificate) a
certificate given under clause 2.8 (“Conditions to first recalculation”) or
clause 3.4 (“Conditions to first drawdown under Recourse Facility”) is
incorrect or misleading; or


 


(d)           (incorrect representation or warranty)  a
representation or warranty made, or taken to be made, by or for a Project Party
or a Junior Creditor 


 


77

















 


in connection with a Finance Document is
found to have been incorrect or misleading when made or taken to be made; or


 


(e)            (Insolvency of Project Party)  a
Project Party becomes or states that it is Insolvent; or


 


(f)            (ceasing business)  other than as expressly permitted by this
agreement, a Project Party stops payment, ceases to
carry or suspends all or substantially all of its business, or threatens to do
either of those things, except to reconstruct or amalgamate while solvent on
terms approved by the Agent; or


 


(g)           (Controller appointed) a Controller (as
defined in the Corporations Act) is appointed in respect of all or a material
part of the Secured Property;


 


(h)           (appointment of manager)  a
person is appointed under legislation to manage any part of the affairs of an
Obligor or the Recourse Guarantor or any moratorium is declared in relation to
any indebtedness of an Obligor or the Recourse Guarantor;


 


(i)             (enforcement against assets)  distress
is levied or a judgment, order or Encumbrance is enforced, or becomes
enforceable, against all or a material part of the property of an Obligor or
the Recourse Guarantor  (in the case of
the Recourse Guarantor or Tipperary, for amounts totalling more than £1,000,000
or A$1,000,000 respectively, or its equivalent); or


 


(j)             (reduction of capital) without
the consent of the Agent, the Company or Tipperary CSG takes action to reduce
its capital or buy back any of its ordinary shares or passes a resolution
referred to in section 254N(1) of the Corporations Act (“Calls may be limited”)
or an equivalent provision of any other law; or


 


(k)            (termination etc of Finance Documents) all
or any material part of a Finance Document:


 


(i)             is
terminated, rescinded, discharged (other than by performance) or repudiated; or


 


(ii)            a
transaction in connection with it is or becomes wholly or partially void,
illegal or unenforceable or does not have the priority the Financiers intended
it to have,


 


or a party to a Finance Document (other
than a Finance Party) or any of their Related Entities or anyone on behalf of
any of them makes a claim to that effect; or


 


(l)             (termination etc of Project Documents)
subject to clause 39.11, all or any part of a Project Document:


 


(i)             is
terminated, rescinded, discharged (other than by performance) or repudiated; or


 


78

















 


(ii)            a
transaction in connection with it is or becomes wholly or partially void,
illegal or unenforceable or does not have the priority the Financiers intended
it to have,


 


or a party to a Project Document or any of
their Related Entities or anyone on behalf of any of them makes a claim to that
effect; or


 


(m)           (not obtain Authorisations) an
Authorisation:


 


(i)             which
is material to the performance by a party of its obligations under a
Transaction Document;


 


(ii)            which
is required for the validity or enforceability of a Transaction Document; or


 


(iii)           which
is required for the development or operation of the Project,


 


is:


 


(iv)          not obtained
or promptly renewed or maintained in full force and effect; or


 


(v)           varied,
repealed, revoked, suspended, cancelled or terminated or expires or is
adversely modified and is not replaced by another Authorisation acceptable to
the Agent as soon as practicable (and in any event, within 10 Business Days),


 


and, should that event occur prior to the
First Recalculation Date, the event has a Material Adverse Effect;


 


(n)           (compulsory acquisition) all or a material part of the Secured
Property or Proved Reserves are compulsorily acquired, or a Governmental Agency
orders the sale, vesting or divesting of all or any material part of that
property, or those Proved Reserves, other than:


 


(i)             a voluntary relinquishment of blocks in a Project ATP in the ordinary course
of business; or


 


(ii)            a mandatory relinquishment of blocks under the
terms of a Project Production Lease or Project ATP or otherwise initiated by a
Governmental Agency where the Agent is satisfied the relinquishment will have
no material impact on the Project; or


 


(o)           (expropriation etc) there occurs any
expropriation, restraint, restriction, prohibition, intervention, law or other
order of a Governmental Agency which wholly or partly prevents or hinders the
performance of any Transaction Document or the development or operation of the
Project; or


 


(p)           (revocation of Production Lease) a Project
Production Lease is revoked, repudiated, discharged (other than by
performance), surrendered or terminated; or


 


(q)           (interest is less than 51%) the total percentage
entitlement of the Obligors in gas produced from the Project under the
Operating


 


79

















 


Agreement, other than in the capacity of
Operator or under the lien in Article VII.B of the Operating Agreement, and
prior to adjustments under the Gas Balancing Agreement, is less than 51%; or


 


(r)            (abandonment) the Project is abandoned; or


 


(s)            (breach of Financial Ratios) as at any
Calculation Date, a Financial Ratio is less than its corresponding Default
Ratio and the Company has not, on or before the next occurring Repayment Date:


 


(i)             prepaid
Drawings under the Limited Recourse Facility by an amount; or


 


(ii)            Switched
Drawings under the Limited Recourse Facility to be Drawings under the Recourse
Facility in accordance with clause 4 (“Switching”),


 


so that no Financial Ratio re-calculated
(after taking into account such prepayment or Switch) as at that Calculation
Date is less than its corresponding Lock Up Ratio; or


 


(t)            (Material Adverse Effect)  an
event occurs which is, or is likely to have (or a series of events occur which,
together, are, or are likely to have), a Material Adverse Effect; or


 


(u)           (breach of undertaking)  a
written or verbal undertaking given to a Finance Party or their respective
solicitors by a Project Party, a Junior Creditor or another person in
connection with a Finance Document is breached or not wholly performed within
any period specified in the undertaking or, where no period is specified and
the undertaking is not an ongoing undertaking, within five Business Days after
the date of the undertaking; or


 


(v)           (default under other Finance Documents)  an
event occurs which is called an “event of default” under any Finance Document
other than this agreement, or any other event occurs which renders enforceable
a Finance Document that comprises an Encumbrance; or


 


(w)           (non-compliance with other obligations)  a
Project Party or a Junior Creditor does not comply with any other obligation
under any Transaction Document and, if the non-compliance can be remedied, does
not remedy the non-compliance within 30 days.


 


21.2        Consequences
of default


 


If an Event of Default occurs, then the Agent may
declare at any time by notice to the Company that:


 


(a)            an
amount equal to the Total Amount Owing is either:


 


(i)             payable
on demand; or


 


(ii)            immediately
due for payment;


 


(b)           the
Financiers’ obligations specified in the notice are terminated.


 


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The Agent may make either or both of these
declarations.  The making of either of
them gives immediate effect to its provisions.


 


21.3        Investigation of default


 


If the Agent reasonably believes that there is or may
be an Event of Default, the Agent may appoint a person to investigate
this.  Each Project Party agrees to
co-operate with the person and comply with every reasonable request they
make.  The Obligors agree to pay all
Costs in connection with the investigation.


 


21.4        Administrator appointed to Obligor


 


If the Security Trustee or the Agent is notified by an
Obligor, a Financier, the Agent or the Security Trustee or under the
Corporations Act that an administrator (other than an administrator appointed
by the Security Trustee) has been appointed to an Obligor:


 


(a)            the
Security Trustee or the Agent (as the case may be) agrees to notify each other,
and the Financiers, of the appointment. 
The Agent agrees to then obtain the instructions of the Financiers under
clause 26 (“How and when the Agent acts”) on whether it should instruct the Security
Trustee to appoint a Receiver under the Security within the Decision Period (as
defined in the Corporations Act); and


 


(b)           if the
Agent does not receive instructions from the Majority of Financiers by a time
which the Agent considers is the latest time by which instructions should be
received in order for it to be able to arrange the appointment of a Receiver
within that period, then despite any other provision of any Finance Document
but subject to clause 29 (“Funding of Agent and Security Trustee”), the Agent
may instruct the Security Trustee to appoint a Receiver under the Security
within that period; and


 


(c)            if
the Majority of Financiers instruct the Security Trustee to remove any Receiver
appointed under paragraph (b), the Security Trustee agrees to take the
necessary steps to do so in accordance with those instructions.


 


21.5        Restrictions on Hedge Providers


 


Despite anything in a Hedge Agreement, until the date
upon which the Total Amount Owing (other than moneys due to a Hedge Provider
under Hedge Agreements) is fully and finally paid and repaid, a Hedge Provider
may only terminate or close-out a Transaction in accordance with either clause
21.6 (“Discretion to close out”) or clause 21.7 (“Obligation to close out”) or
where necessary to permit the Company to comply with its obligations under
clause 18.1(l) (“General undertakings - Obligors”).


 


21.6        Discretion
to close out


 


A Hedge Provider may exercise its rights under a Hedge
Agreement to terminate or close-out a Transaction in accordance with the Hedge
Agreement if:


 


(a)            the
Agent has exercised its rights under clause 21.2(a) (“Consequences of
default”); or


 


(b)           clause
14.1 (“Financier’s right to suspend or cancel”) applies to a Hedge Agreement on
the basis that it is illegal or impossible for a party to the


 


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Hedge Agreement to perform any payment
obligation under it, or the Hedge Provider is otherwise entitled to terminate
the Hedge Agreement as a result of any event rendering it unlawful for any
party to perform any obligation under the Hedge Agreement.


 


21.7        Obligation
to close out


 


Each Hedge Provider agrees to promptly terminate or
close out each Transaction in accordance with the Hedge Agreement if:


 


(a)            an
Event of Default occurs or an event of default or termination event (however
described) under a Hedge Agreement entitling the Hedge Counterparty to close
out the Transaction occurs, and the Agent directs the Hedge Provider to close
out each Hedge Transaction; or


 


(b)           the
Agent has exercised its rights under clause 21.2(a) (“Consequences of default”)
and the Agent directs the Hedge Provider to close out each Transaction.


 


21.8        Obligation
to demand


 


The Working Capital Provider agrees to promptly
exercise its rights under clause 16.2 of the Working Capital Facility Agreement
if the Agent has exercised its rights under clause 21.2(a) (“Consequences of
default”) and the Agent directs the Working Capital Provider to do so.


 


21.9        Exercise
of power of sale


 


Each of the Agent and the Security Trustee agrees with
the Recourse Guarantor that it will not exercise a power of sale over the
Project, or over the shares or stock issued by the Company, Tipperary CSG
or Tipperary Pastoral, under the Security, or request a Controller
appointed by it under the Security to exercise such a power of sale, without
first giving the Recourse Guarantor 10 Business Day’s notice of its intention
so to do.


 


22            Costs
and indemnities


 


22.1        What the Company agrees to pay


 


The Company agrees to pay or reimburse:


 


(a)            the
reasonable Costs of each Finance Party in connection with:


 


(i)             the
negotiation, preparation, execution and registration of and payment of Taxes
on, any Finance Document; and


 


(ii)            their
being satisfied that conditions to drawdown have been met; and


 


(iii)           giving
and considering consents, waivers, variations, discharges and releases and
producing title documents; and


 


(b)           the
Costs of each Finance Party in otherwise acting in connection with the
Transaction Documents or the Project, such as exercising, enforcing or
preserving rights (or considering doing so), evaluating any matter of 


 


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concern or doing anything in connection
with any enquiry by an authority or Governmental Agency involving an Obligor or
any of its Related Entities; and


 


(c)            Taxes
and fees (including registration fees) and fines and penalties in respect of
fees paid, or that the Security Trustee or Agent reasonably believes are
payable, in connection with any Finance Document or a payment or receipt or any
other transaction contemplated by any Finance Document.


 


The Company agrees to pay amounts due under this
clause within 10 Business Days of demand from the Agent or the Security Trustee
or the Working Capital Provider.


 


The Agent may debit any of these amounts to the
Company’s account if not paid on time.


 


22.2        Indemnity


 


The Company indemnifies each Finance Party against any
liability or loss arising from, and any Costs incurred in connection with:


 


(a)            financial
accommodation requested under a Finance Document not being provided in
accordance with the request for any reason except default of the Agent or the
relevant Financier or Working Capital Provider; or


 


(b)           financial
accommodation under a Finance Document being repaid, discharged or made payable
other than at its maturity or on an Interest Payment Date applicable to it; or


 


(c)            a
Finance Party acting in connection with a Finance Document in good faith on fax
or telephone instructions purporting to originate from the offices of a Project
Party or to be given by an Authorised Officer of that Project Party; or


 


(d)           the
Security Trustee acting in connection with a Finance Document in good faith on
fax or telephone directions purporting to originate from the offices of the
Agent or to be given by an Authorised Officer of the Agent; or


 


(e)            a
breach by a party (other than a Finance Party) of a Finance Document or an
Event of Default; or


 


(f)            a
Finance Party exercising or attempting to exercise a right or remedy in
connection with a Finance Document; or


 


(g)           any
Finance Document; or


 


(h)           any
indemnity a Finance Party gives a Controller or administrator of the Obligor or
a Security Provider.


 


The Company agrees to pay amounts due under this
indemnity within 10 Business Days of demand from the Agent or the Security
Trustee or the Working Capital Provider.


 


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22.3        Items included
in loss, liability and Costs


 


The Company agrees that:


 


(a)            the
Costs referred to in clause 21.3 (“Investigation of default”) and in clause
22.1 (“What the Company agrees to pay”), and the liability, loss or Costs
referred to in clause 22.2 (“Indemnity”), include legal Costs in accordance
with any written agreement as to legal costs (whether or not the Company is a
party to that agreement) or, if no agreement, on whichever is the higher of a
full indemnity basis or solicitor and own client basis; and


 


(b)           the
Costs referred to in clause 22.1(a) and (b) (“What the Company agrees to pay”)
include those paid, or that the Finance Party reasonably believes are payable,
to persons engaged by the Finance Party in connection with the Finance
Documents or the Project (such as consultants); and


 


(c)            loss
or liability and any Costs in any indemnity under the Finance Documents may
include an amount called “break costs”. 
These may be calculated by any method the Financier reasonably chooses
including by reference to any loss it incurs because the Financier terminates
arrangements it has made with others to fund (or to maintain its funding of)
financial accommodation under the Finance Documents.


 


22.4        Payment of third party losses


 


The Company agrees to pay an amount equal to any
liability or loss and any Costs of the kind referred to in clause 22.2
(“Indemnity”) suffered or incurred by:


 


(a)            any
attorney appointed by the Company or another Project Party under this
agreement; or


 


(b)           any
employee, officer, agent or contractor of a Finance Party.


 


22.5        Currency conversion on judgment debt


 


If a judgment, order or proof of debt for an amount in
connection with a Finance Document is expressed in a currency other than that
in which the amount is due under the Finance Document, then the Company
indemnifies the each Finance Party against:


 


(a)            any
difference arising from converting the other currency if the rate of exchange
used by the Finance Party under clause 9.3 (“Currency of payment”) for
converting currency when it receives a payment in the other currency is less
favourable to the Finance Party than the rate of exchange used for the purpose
of the judgment, order or acceptance of proof of debt; and


 


(b)           the
Costs of conversion.


 


The Company agrees to pay amounts due under this
indemnity on demand from the Agent or the Security Trustee or the Working
Capital Provider.


 


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22.6        GST
gross up


 


In this clause 22.6, GST means a goods and
services or similar tax imposed in Australia.


 


If any party:


 


(a)            reasonably
decides that it is liable to pay GST on a supply made in connection with a
Finance Document; and


 


(b)           certifies
to the recipient of the supply that it has not priced the supply to include
GST,


 


then the recipient of the supply agrees to pay that
party an additional amount equal to the consideration payable for the supply
multiplied by the prevailing GST rate.


 


22.7        Exclusion


 


The amounts referred to in clause 22.1 (“What the
Company agrees to pay”) are not payable to a Finance Party to the extent they
are due to the wilful default or gross negligence of the applicable Finance
Party.  It is not gross negligence or wilful default of a Finance Party if
duty is not paid in connection with a Finance Document unless the Company
instructs that Finance Party to pay the duty, places the Finance Party in
cleared funds to make the payment and the Finance Party then fails to make the
payment.


 


23            Interest on overdue amounts


 


23.1        Obligation
to pay


 


If a Project Party does not pay any amount under this
agreement on the due date for payment, the Project Party agrees to pay interest
on that amount at the Default Rate.  The
interest accrues daily from (and including) the due date to (but excluding) the
date of actual payment and is calculated on actual days elapsed and a year of
365 days.


 


Each Project Party agrees to pay interest under this
clause on demand from the Agent.


 


23.2        Compounding


 


Interest payable under clause 23.1 (“Obligation to
pay”) which is not paid when due for payment may be added to the overdue amount
by the Agent at intervals which the Agent determines from time to time or, if
no determination is made, every 30 days. 
Interest is payable on the increased overdue amount at the Default Rate
in the manner set out in clause 23.1 (“Obligation to pay”).


 


23.3        Interest following judgment


 


If a liability becomes merged in a judgment, the
Project Party agrees to pay interest on the amount of that liability as an
independent obligation.  This interest:


 


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(a)            accrues
daily from (and including) the date the liability becomes due for payment both
before and after the judgment up to (but excluding) the date the liability is
paid; and


 


(b)           is
calculated at the judgment rate or the Default Rate (whichever is higher).


 


The Project Party agrees to pay interest under this
clause on demand from the Agent.


 


Part 6 Guarantees


 


24            Guarantee
and indemnity


 


24.1        Consideration


 


Each Guarantor acknowledges that each Finance Party is
acting in reliance on the Guarantors incurring obligations and giving rights
under this Guarantee.


 


24.2        Guarantees - LR Guarantee and Recourse Guarantee


 


(a)            (LR Guarantee) The LR Guarantor
unconditionally and irrevocably guarantees payment to each Finance Party of the
LR Guaranteed Money.  If the Company
does not pay the LR Guaranteed Money on time and in accordance with the Finance
Documents, then the LR Guarantor agrees to pay the LR Guaranteed Money within
two Business Days of demand from the Agent, the Working Capital Provider or
Hedge Provider.  A demand may be made at
any time and from time to time and whether or not a Finance Party has made demand
on the Company, another Guarantor or any other person.


 


(b)           (Recourse Guarantee) The Recourse Guarantor
unconditionally and irrevocably guarantees payment to each Finance Party of the
Recourse Guaranteed Money.  If the
Company does not pay the Recourse Guaranteed Money on time and in accordance
with the Finance Documents, then the Recourse Guarantor agrees to pay the
Recourse Guaranteed Money within two Business Days of demand from the Agent or
the Working Capital Provider.  A demand
may be made at any time and from time to time and whether or not a Finance
Party has made demand on the Company, another Guarantor or any other person.


 


24.3        Nature
of guarantees


 


The guarantees in clause 24.2 (“Guarantees - LR
Guarantee and Recourse Guarantee”) are a continuing obligation despite any
intervening payment, settlement or other thing and extends to all of the:


 


(a)            in
the case of the LR Guarantee, the LR Guaranteed Money; and


 


(b)           in the
case of the Recourse Guarantee, the Recourse Guaranteed Money.


 


24.4        Indemnity
- LR Guarantee


 


The LR Guarantor indemnifies each Finance Party
against any liability or loss arising, and any Costs they suffer or incur:


 


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(a)            if
the Company does not, or is unable to, pay the LR Guaranteed Money in
accordance with the Finance Documents; or


 


(b)           if an
obligation the Company would otherwise have to pay the LR Guaranteed Money is
found to be unenforceable; or


 


(c)            if an
obligation the LR Guarantor would otherwise have under clause 24.2 (“Guarantees
- LR Guarantee and Recourse Guarantee”) is found to be unenforceable; or


 


(d)           if a
Finance Party is obliged, or agrees, to pay an amount to a trustee in
bankruptcy or liquidator (of an Insolvent person) in connection with a payment
by the LR Guarantor or the Company. 
(For example, a Finance Party may have to, or may agree to, pay interest
on the amount.); or


 


(e)            if
the LR Guarantor defaults under this Guarantee; or


 


(f)            in
connection with any person exercising, or not exercising, rights under the LR
Guarantee.


 


The LR Guarantor agrees to pay amounts due under this
indemnity within two Business Days of demand from the Agent, the Working
Capital Provider or the Hedge Provider.


 


24.5        Indemnity - Recourse Guarantee


 


The Recourse Guarantor indemnifies each Finance Party
against any liability or loss arising, and any Costs they suffer or incur:


 


(a)            if
the Company does not, or is unable to, pay the Recourse Guaranteed Money in
accordance with the Finance Documents; or


 


(b)           if an
obligation the Company would otherwise have to pay the Recourse Guaranteed
Money is found to be unenforceable; or


 


(c)            if an
obligation the Recourse Guarantor would otherwise have under clause 24.2
(“Guarantees - LR Guarantee and Recourse Guarantee”) is found to be
unenforceable; or


 


(d)           if a
Finance Party is obliged, or agrees, to pay an amount to a trustee in
bankruptcy or liquidator (of an Insolvent person) in connection with a payment
by the Recourse Guarantor or the Company. 
(For example, a Finance Party may have to, or may agree to, pay interest
on the amount.); or


 


(e)            if
the Recourse Guarantor defaults under this Guarantee; or


 


(f)            in
connection with any person exercising, or not exercising, rights under the
Recourse Guarantee.


 


The Recourse Guarantor agrees to pay amounts due under
this indemnity within two Business Days of demand from the Agent or the Working
Capital Provider.


 


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24.6        LR Guarantee - Slough USA, Tipperary and TOGC limited recourse


 


Slough USA’s, Tipperary’s and TOGC’s liability as an
LR Guarantor to pay any amount under the LR Guarantee may be discharged from,
and the recourse of the Financier in respect of the LR Guarantee is limited to,
only the Secured Property of Slough USA, Tipperary and TOGC respectively which
is the subject of the Security.


 


This applies despite anything else in this Guarantee
but subject to the rest of this clause 24.6 and clause 24.7 (“When the Slough
USA, Tipperary or TOGC limit does not apply”).


 


Each Finance Party may:


 


(a)            do
anything necessary to enforce its rights in connection with the Secured
Property of Slough USA, Tipperary and TOGC which is the subject of the
Security; and


 


(b)           take
proceedings to obtain:


 


(i)             an
injunction or other order to restrain any breach of this Guarantee or the
Security by Slough USA, Tipperary or TOGC; or


 


(ii)            declaratory
relief or other similar judgment or order as to the obligations of Slough USA,
Tipperary or TOGC under this Guarantee or the Security.


 


However, a Finance Party may not seek to recover any
shortfall in the amounts owing to it under the LR Guarantee by bringing
proceedings against Slough USA, Tipperary or TOGC or applying to have Slough
USA, Tipperary or TOGC wound up.


 


24.7        When the Slough USA, Tipperary or TOGC limit does not apply


 


(a)            Each
Finance Party may take action against Slough USA or TOGC personally for all
loss, damage and expense suffered or incurred by it as a consequence of:


 


(i)             that
Project Party’s fraud, gross negligence or wilful misconduct in connection with
Finance Documents;


or


 


(ii)            a
representation or warranty by or on behalf of that Project Party under the
Finance Documents being found to have been incorrect or misleading when made or
taken to be made; or


 


(iii)           that
Project Party’s failure to comply with an obligation (other than an obligation
to pay money) under the Finance Documents.


 


(b)           Each
Finance Party may take action against Tipperary personally for all amounts
payable by it under this Guarantee in the event of:


 


(i)             Tipperary’s
fraud, gross negligence or wilful misconduct in connection with Finance
Documents; or


 


(ii)


 


88

















 


(A)           a
representation or warranty by or on behalf of Tipperary under the Finance
Documents being found to have been incorrect or misleading when made or taken
to be made; or


 


(B)           Tipperary’s
failure to comply with an obligation (other than an obligation to pay money)
under the Finance Documents,


 


where a Financier determines that that
circumstance was a material factor in the determination by it to give an
instruction to the Agent to act under clause 21.2.


 


24.8        Reinstatement
of rights


 


Under law relating to Insolvency, a person may claim
that a transaction (including a payment) in connection with the LR Guarantee or
the LR Guaranteed Money, or the Recourse Guarantee or the Recourse Guaranteed
Money, is void or voidable.  If a claim
is made and upheld, conceded or comprised, then:


 


(a)            each
Finance Party is immediately entitled as against:


 


(i)             the
LR Guarantor to the rights in respect of the LR Guaranteed Money; and


 


(ii)            the
Recourse Guarantor to the rights in respect of the Recourse Guaranteed Money,


 


as applicable, to which they were entitled
immediately before the transaction; and


 


(b)           on
request from the Agent:


 


(i)             the
LR Guarantor agrees to do anything to restore to each Finance Party any
Security (including the LR Guarantee) held by them from the LR Guarantor
immediately before the transaction; and


 


(ii)            the
Recourse Guarantor agrees to do anything to restore to each Finance Party any
Security (including the Recourse Guarantee) held by them from the Recourse
Guarantor immediately before the transaction,


 


including signing any document.


 


24.9        Rights of the Finance Parties are protected


 


Rights given to each Finance Party under this
Guarantee, and the LR Guarantor’s and Recourse Guarantors liabilities under it,
are not affected by any act or omission of a Finance Party or any other
person.  For example, those rights and
liabilities are not affected by:


 


(a)            any
act or omission:


 


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(i)             varying
or replacing any arrangement under which the LR Guaranteed Money or Recourse
Guaranteed Money is expressed to be owing, such as by increasing a Facility
Limit or extending the term, changing the Security Trustee or Agent or substituting
a Financier or Working Capital Provider;


 


(ii)            releasing
the Company or giving the Company a concession (such as more time to pay);


 


(iii)           releasing
any person who gives a guarantee or indemnity in connection with any of the
Company’s obligations;


 


(iv)          releasing,
losing the benefit of, or not obtaining any Encumbrance or negotiable
instrument;


 


(v)           by
which a person becomes a Guarantor after the date of this guarantee and
indemnity;


 


(vi)          by
which the obligations of any person who guarantees any of the Company’s
obligations (including under this Guarantee) may not be enforceable;


 


(vii)         by which
any person who was intended to guarantee any of the Company’s obligations does
not do so, or does not do so effectively;


 


(viii)        by which
a person who is a co-surety or co-indemnifier for payment of the LR Guaranteed
Money or Recourse Guaranteed Money is discharged under an agreement or by
operation of law;


 


(ix)           by
which any Encumbrance which could be registered is not registered;


 


(b)           a
person dealing in any way with an Encumbrance, guarantee, indemnity, judgment
or negotiable instrument;


 


(c)            the
death, mental or physical disability or Insolvency of any person including the
LR Guarantor, the Recourse Guarantor or the Company;


 


(d)           changes
in the membership, name or business of any person;


 


(e)            the
Company opening an account with them;


 


(f)            acquiescence
or delay by a Finance Party or any other person;


 


(g)           an
assignment of rights in connection with the LR Guaranteed Money or the Recourse
Guaranteed Money.


 


24.10      No merger


 


Neither the LR Guarantee nor the Recourse Guarantee
merges with or adversely affects, and is not adversely affected by, any of the
following:


 


(a)            any
other guarantee, indemnity, or Encumbrance, or other right or remedy to which
any Finance Party is entitled; or


 


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(b)                                  a judgment which any Finance Party obtains against the LR Guarantor,
the Recourse Guarantor, the Company or any other person in connection with the
LR Guaranteed Money or the Recourse Guaranteed Money.


 


A Finance Party may still exercise its rights under
the LR Guarantee and the Recourse Guarantee as well as under the judgment,
Encumbrance or right or remedy.


 


24.11                  Extent of LR Guarantor’s and Recourse Guarantor’s obligations


 


If more than one person is named as “LR Guarantor” or
“Recourse Guarantor”, each of them is liable for all the obligations under the
LR Guarantee and the Recourse Guarantee (respectively) both individually and
jointly with any one or more other persons named as “LR Guarantor” and
“Recourse Guarantor” (respectively).


 


24.12                  LR Guarantor’s and Recourse Guarantor’s rights are suspended


 


As long as any of the LR Guaranteed Money or Recourse
Guaranteed Money remains unpaid, the LR Guarantor and/or the Recourse Guarantor
(as applicable) may not, without the Agent’s consent:


 


(a)                                   reduce its liability under this Guarantee by claiming that it or the
Company or any other person has a right of set-off or counterclaim against any
Finance Party; or


 


(b)                                  exercise any legal right to claim to be entitled to the benefit of
another guarantee, indemnity, or Encumbrance given in connection with the LR
Guaranteed Money or Recourse Guaranteed Money (as applicable) or any other
amount payable under LR Guarantee or the Recourse Guarantee (as
applicable).  (For example, the LR
Guarantor or the Recourse Guarantor may not try to enforce or require the
enforcement of any Encumbrance any Finance Party has taken to ensure repayment
of the LR Guaranteed Money or the Recourse Guaranteed Money (as applicable).);
or


 


(c)                                   claim an amount from the Company, or another guarantor of the LR
Guaranteed Money or Recourse Guaranteed Money (as applicable) (including a
person who has signed this agreement as an) “LR Guarantor” or a “Recourse
Guarantor”), under a right of indemnity; or


 


(d)                                  claim an amount in the Insolvency of the Company or of another
guarantor of the LR Guaranteed Money or Recourse Guaranteed Money (as
applicable) (including a person who has signed this agreement as an “LR
Guarantor” or a “Recourse Guarantor”).


 


24.13                  LR Guarantor’s and Recourse Guarantor’s right of proof
limited


 


The LR Guarantor and the Recourse Guarantor agree not
to exercise a right of proof after an event occurs relating to the Insolvency
of the Company or another guarantor of the LR Guaranteed Money or Recourse
Guaranteed Money (including a person who has signed this agreement as an “LR
Guarantor” or a “Recourse Guarantor”) independently of an attorney appointed
under clause 24.16 (“Right to prove”).


 


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24.14                  No set-off against assignees


 


If a Finance Party assigns or otherwise deals with its
rights under the LR Guarantee or the Recourse Guarantee, neither the LR
Guarantor nor the Recourse Guarantor may claim against any assignee (or any
other person who has an interest in the LR Guarantee or the Recourse Guarantee)
any right of set-off or other right the LR Guarantor or the Recourse Guarantor
(as applicable) has against the Finance Party.


 


24.15                  Suspense
account


 


Each Finance Party may place in an interest bearing
suspense account any payment they receive from the LR Guarantor and the
Recourse Guarantor for as long as they think prudent and need not apply it
towards satisfying the LR Guaranteed Money or the Recourse Guaranteed Money.


 


24.16                  Right
to prove


 


Each of the LR Guarantor and the Recourse Guarantor
irrevocably appoints the Agent and each of its Authorised Officers individually
as its attorney and agrees to formally approve all action taken by an attorney
under this clause.


 


Each attorney may:


 


(a)                                   do anything which that Guarantor may lawfully do to exercise their
right of proof after an event relating to Insolvency occurs in respect of the
Company or any other guarantor of the Company’s obligations in connection with
a matter not connected with that Guarantor’s rights as “Guarantor” under this
agreement.  (These things may be done in
that Guarantor’s name or the attorney’s name and they include signing and
delivering documents, taking part in legal proceedings and receiving any
dividend arising out of the right of proof); and


 


(b)                                  delegate its powers (including this power) and may revoke a
delegation; and


 


(c)                                   exercise its powers even if this involves a conflict of duty and
even if it has a personal interest in doing so.


 


The attorney need not account to a Guarantor for any
dividend received on exercising the right of proof under paragraph (a) except
to the extent that any dividend remains after the Security Trustee has
received:


 


(d)                                  in the case of the LR Guarantor, all of the LR Guaranteed Money and
all other amounts payable under the LR Guarantee; and


 


(e)                                   in the case of the Recourse Guarantor, all the Recourse Guaranteed
Money and all other amounts payable under the Recourse Guarantee.


 


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Part 7 Syndication provisions


 


25                                   Scope
of relationships


 


25.1                         Appointment


 


Each Financier, the Working Capital Provider and each
Hedge Provider:


 


(a)                                   (other than the Working Capital Provider in respect of the Working
Capital Facility and each Hedge Provider) appoints the Agent to act as its
agent;


 


(b)                                  appoints the Technical Bank to act as technical bank; and


 


(c)                                   appoints the Security Trustee to act as security trustee,


 


in connection with the Finance Documents.


 


25.2                         Extent of authority and obligations


 


Each Financier, the Working Capital Provider and each
Hedge Provider irrevocably authorises each of the Agent, the Technical Bank and
the Security Trustee to:


 


(a)                                   enter into the Finance Documents (other than this agreement, but
including any deed of retirement and appointment contemplated by clause 30.4
(“When retirement or removal takes effect”) or the Working Capital Facility
Agreement); and


 


(b)                                  take action on the Financier’s behalf in accordance with this
agreement; and


 


(c)                                   exercise their respective rights expressly set out in the Finance
Documents and rights, powers and discretions reasonably incidental to them and
carry out their respective obligations expressly set out in the Finance
Documents.


 


Each Finance Party and each Project Party acknowledges
and agrees that the Security Trustee, the Technical Bank and the Agent have no
obligations except those expressly set out in the Finance Documents.


 


25.3                         Acceptance
by Agent


 


The Agent agrees to act as the agent of the Financiers
in connection with the Finance Documents in accordance with this agreement.


 


25.4                         Directions to Security Trustee


 


The Agent may direct the Security Trustee to act or
not to act in connection with a Finance Document [(except clause 2.3(e) of the
Security Trust Deed)] as the Agent determines. 
The Security Trustee agrees to act or not act in its capacity as
security trustee under the Finance Documents only as directed by the
Agent.  In the absence of instructions,
the Security Trustee need not act, but the Security Trustee may act as it
considers to be in the best interests of the Security Beneficiaries.  However, for the avoidance of doubt, the
Security Trustee may 


 


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distribute amounts under clause 2.3(e) of the Security
Trust Deed in its absolute discretion and without regard to any direction by
the Agent.


 


25.5                         Security Trustee may deal with Agent


 


Except as expressly provided in a Finance Document:


 


(a)                                   in respect of the Security Beneficiaries, the Security Trustee is
entitled to deal with, seek instructions from and give notices to the Agent
only and is not required to deal with, seek instructions from or give notices
to the Security Beneficiaries directly; and


 


(b)                                  on the Security Trustee giving any notice to or seeking any
instruction from the Agent, the Security Trustee is deemed to have given such
notice to or sought such instructions from each of the Financiers.


 


25.6                         Binding nature of relationship


 


Each Finance Party agrees:


 


(a)                                   to be bound by anything properly done or properly not done by the
Security Trustee, the Technical Bank or the Agent in accordance with the
Finance Documents, whether or not on instructions, and whether or not the
Finance Party gave an instruction or approved of the thing done or not done;
and


 


(b)                                  at the Company’s request, to ratify anything properly done or
properly not done by the Security Trustee or Agent in accordance with this
agreement.


 


The Security Trustee agrees to be bound by anything
properly done or properly not done by the Agent in accordance with the Finance
Documents.


 


25.7                         Excluded roles and duties


 


The appointment as agent, technical bank or security
trustee does not mean that the Agent, the Technical Bank or the Security
Trustee, as the case may be:


 


(a)                                   is a trustee for the benefit of; or


 


(b)                                  is a partner of; or


 


(c)                                   has a fiduciary duty to, or other fiduciary relationship with,


 


any Financier, the Working Capital Provider, any Hedge
Provider, the Company or any other person, except as expressly set out in any
Finance Document.


 


26                                   How and when the Agent acts


 


26.1                         After consultation and instructions


 


If the Agent proposes to act on any of the following
matters, it agrees to:


 


(a)                                   consult the Financiers on the proposal; and


 


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(b)                                  take action if, and only if, it receives instructions to do so from:


 


(i)                                      all the Financiers - on matters listed in clause 26.2 (“Matters
requiring instructions from all Financiers”);


 


(ii)                                   a Majority of Financiers - on matters listed in clause 26.3
(“Matters requiring instructions from a Majority of Financiers”).


 


26.2                         Matters requiring instructions from all Financiers


 


The following matters require instructions from all
Financiers:


 


(a)                                   a waiver under clause 2.9 (“Benefit of conditions”) or clause 3.6
(“Benefit of conditions”) of a condition referred to in clause 2.8 (“Conditions
to first recalculation”) or clause 3.5 (“Conditions to first drawdown
under Recourse Facility”);


 


(b)                                  a change to a Facility Limit or a Commitment or to the facility
limit under the Working Capital Facility Agreement;


 


(c)                                   a change to an availability period set out in the Details;


 


(d)                                  a change to the definition of “Interest Rate” (including the Bank
Bill Rate or any margin), or a change to the definition of “Default Rate”;


 


(e)                                   a change to the due currency of any payment under a Finance
Document;


 


(f)                                     a change to a Maturity Date or the extension of a previously
determined payment date;


 


(g)                                  a change to the amount of any fee payable to the Financiers;


 


(h)                                  a change to the definition of Majority of Financiers;


 


(i)                                      the exercise of any discretion in distributing amounts under
clause 33.1 (“How Agent is to distribute”) and clause 33.2 (“How Security
Trustee is to distribute”);


 


(j)                                      a change to clauses 26.1 to 26.4 (“How and when the Agent acts”);


 


(k)                                   any direction to the Security Trustee to exercise its discretion
under the last line of clause 2.3 of the Security Trust Deed;


 


(l)                                      the giving of a direction to the Security Trustee to release (either
in whole or in part) any Security (except where such release is required under
the Finance Documents);


 


(m)                                a consent under clause 24.12 (“LR Guarantor’s and Recourse
Guarantors rights are suspended”) or any action under clause 24.15
(“Suspense account”);


 


(n)                                   an amendment to clause 19 or schedule 7 or a waiver of
those provisions;


 


(o)                                   the approval of an Accepted Gas Sale Agreement and the
Agreed Development Plan from time to time;


 


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(p)                                  the approval of resources comprising Proved Reserves or
Allowable Reserves;


 


(q)                                   an approval under clause 18.11;


 


(r)                                     an amendment under clause 2.8(a)(iii) and an approval under
clause 2.8(a)(iv); and


 


(s)                                   the exercise of any right, power or discretion under a
Finance Document that expressly requires the approval or instructions of all
Financiers.


 


26.3                         Matters requiring instruction from a Majority of
Financiers


 


The following matters require instructions from a
Majority of Financiers:


 


(a)                                   the exercise of the Agent’s rights in its capacity as agent for the
Financiers in connection with clause 20 (“Review Event”), clause 21
(“Default”), clause 30.2 (“Removal”) or clause 36.1 (“No dealing by Project
Party”);


 


(b)                                  subject to clause 26.2(l), the giving of a direction to the Security
Trustee to exercise its rights in its capacity as security trustee in
connection with any Security;


 


(c)                                   the giving of a direction to the Security Trustee not to place an
amount in a suspense account as permitted under any Finance Document or to remove an amount from an existing suspense account;


 


(d)                                  subject to clause 26.2(n), the waiver of any breach or other
non-performance of obligations by a Project Party in connection with any
Transaction Document, or the giving of a direction to the Security Trustee in
its capacity as security trustee to waive any breach or other non-performance
of obligations by a Project Party in connection with any Transaction Document;


 


(e)                                   a variation of a Transaction Document other than a variation listed
in clause 26.2 (“Matters requiring instructions from all Financiers”) or the
giving of a direction to the Security Trustee in its capacity as security
trustee to agree to a variation of a Transaction Document other than a
variation listed in clause 26.2 (“Matters requiring instructions from all
Financiers”);


 


(f)                                     the exercise of any right, power or discretion under a
Transaction Document that expressly requires the approval or instructions of a
Majority of Financiers; and


 


(g)                                  the exercise of a discretion under clause 21.6 or clause 21.7.


 


26.4                         Overriding instructions


 


In relation to all matters other than those under
clause 26.2 (“Matters requiring instructions from all Financiers”) and clause
28.5 (“Agent to act on Financier’s request”), a Majority of Financiers may
instruct the Agent and, if they do, the Agent agrees to act in accordance with
the instructions.


 


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26.5                         Without consultation or instructions


 


In any case where the Agent does not require
instructions under clause 26.1 (“After consultation and instructions”) or does
not receive instructions or requests under clause 26.4 (“Overriding
instructions”) or clause 28.5 (“Agent to act on Financier’s request”), the
Agent may exercise its rights in its capacity as agent for the Financiers and
comply with its obligations in that capacity as it sees fit.  It need not consult any Financiers before
doing so.


 


26.6                         Agent’s
actions


 


Whenever the Agent:


 


(a)                                   consults Financiers to seek instructions, it agrees to specify a
reasonable period within which those instructions are to be given; and


 


(b)                                  receives instructions from a Majority of Financiers or all of them,
it agrees to follow them but only in so far as they are in accordance with this
agreement; and


 


(c)                                   exercises its rights in its capacity as agent of the Financiers or
takes any other action, it agrees to take into account the interests of the
Financiers.


 


26.7                         Financier’s instructions


 


Whenever a Financier gives instructions:


 


(a)                                   it must do so in accordance with this agreement and within any time
period specified by the Agent for giving instructions; and


 


(b)                                  it authorises the Agent to give any consent or do any other thing
appropriate to carry out the instructions.


 


Whenever a Financier gives instructions which are
inconsistent with the instructions of the Majority of Financiers, the Financier
consents to the Agent acting in accordance with the instructions of the
Majority of Financiers despite the Financier’s instructions.


 


If the Agent specifies in its notice seeking
instructions that a failure to respond will be taken to be a consent to the
proposed action and a Financier does not give instructions in relation to the
proposed action within any time period specified by the Agent, the Financier is
taken to have instructed the Agent to take the proposed action.


 


26.8                         Reasonableness obligation


 


Each Finance Party acknowledges and agrees that it
will not unreasonably withhold or delay its agreement, approval or consent in
respect of the exercise of any discretion or right of approval or consent
conferred on the Agent by a Finance Document where it expressly provides that
the Agent will not unreasonably withhold or delay its agreement, approval or
consent in relation to the exercise of that discretion or right of approval or
consent.


 


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27                                   Agent’s and Security Trustee’s obligations to give notices
and copies


 


27.1                         Security Trustee’s obligations


 


The Security Trustee agrees:


 


(a)                                   (default and review) to notify the Agent of an Event of Default, Potential Event of
Default or Review Event promptly after the Security Trustee becomes aware of
it; and


 


(b)                                  (material notices received) to give the Agent promptly after receiving it a copy of each notice
or other communication or document which the Security Trustee receives in
connection with a Finance Document and which the Security Trustee considers
material; and


 


(c)                                   (action taken)
to give the Agent promptly a report on anything done following directions from
the Agent.


 


27.2                         Agent’s
obligations


 


The Agent agrees:


 


(a)                                   (conditions
satisfied) to notify each Financier as soon as
practicable after:


 


(i)                                      it has received the last of the items in part 1 of schedule 1
(“Conditions precedent”); and


 


(ii)                                   it has received the last of the items part 2 of schedule 1
(“Conditions precedent”),


 


in each case in form and substance
satisfactory to it; and


 


(b)                                  (drawdown
requirements) to notify each Financier of the
contents of a Drawdown Notice and the Financier’s Proportion of the requested
drawdown as soon as practicable after it receives the Drawdown Notice; and


 


(c)                                   (switch requirements)
to notify each Financier of the contents of a Switch Notice as soon as
practicable after it receives the Switch Notice; and


 


(d)                                  (default and review) to notify each Financier, the Working
Capital Provider and each Hedge Provider of an Event of Default, Potential
Event of Default or Review Event promptly after the Agent becomes aware of it;
and


 


(e)                                   (material notices received) to give each Financier, the Working
Capital Provider and each Hedge Provider promptly after receiving it a copy of
each notice or other communication or document which is received from a Project
Party in connection with a Finance Document and which the Agent considers
material; and


 


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(f)                                     (material notices given) to give each Financier, the Working
Capital Provider, each Hedge Provider and the Security Trustee promptly a copy
of any notice or other communication or document which the Agent gives a
Project Party in connection with the Finance Documents and which the Agent
considers material; and


 


(g)                                  (notices and information under
clause 15 (“Base Case Financial Model”)) to give each Financier
promptly a copy of any notice or other communication or document which the Agent
receives under clause 15 (“Base Case Financial Model”); and


 


(h)                                  (action taken) to give each Financier promptly a report on
anything done after instructions from the Financiers under clause 26 (“How and
when the Agent acts”).


 


27.3                         Awareness of certain events


 


The Agent or Security Trustee is taken not to be aware
of an Event of Default, Potential Event of Default or Review Event until
either:


 


(a)                                   in the case of the Agent and the Security Trustee, an Authorised
Officer of the Agent or Security Trustee, as the case may be, who is
responsible for the administration of the transactions contemplated by the
Finance Documents has actual knowledge of sufficient facts to ascertain that an
Event of Default, Potential Event of Default or Review Event has occurred; or


 


(b)                                  in the case of the Agent, the Agent receives a notice regarding an
Event of Default, Potential Event of Default or Review Event under clause
18.4(o)(iii) (“Reporting, information and access - Obligors and Tipperary
Pastoral”).


 


27.4                         Assuming
compliance


 


Until it becomes aware in accordance with clause 27.3
(“Awareness of certain events”), the Agent or Security Trustee may assume that
no Event of Default, Potential Event of Default or Review Event has occurred
and that the Project Party is observing all its obligations in connection with
the Transaction Documents and need not inquire whether that is, in fact, the
case.


 


27.5                         Limit on disclosure obligations


 


Despite anything else in the Finance Documents neither
the Agent nor the Security Trustee is obliged to disclose information or
provide documents relating to the Project Party or any other person if the
Agent or Security Trustee, as the case may be, reasonably believes that to do
so would constitute a breach of law or duty of confidentiality.


 


27.6                         No
further obligations


 


The Finance Parties agree that none of the Agent, the
Technical Bank or the Security Trustee has any obligations, other than those in
clauses 27.1 (“Security Trustee’s obligations”) and 27.2 (“Agent’s
obligations”) respectively, either initially or on a continuing basis:


 


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(a)                                   to keep itself informed, or to inform a Finance Party about the
performance by the Project Party of its obligations under the Transaction
Documents; or


 


(b)                                  to investigate the financial condition and affairs of any Project
Party or the Project; or


 


(c)                                   to provide a Finance Party with any information or documents with
respect to the Project Party (whether coming into its possession before or
after accommodation is provided under the Finance Documents).


 


28                                   Agent’s, Technical Bank’s and
Security Trustee’s relationship
with Finance Parties


 


28.1                         Individual responsibility of Financiers


 


Each Finance Party acknowledges for the benefit of the
Agent, the Technical Bank, the Security Trustee and their respective Related
Entities that it has:


 


(a)                                   entered into the Finance Documents; and


 


(b)                                  made and will continue to make its own independent investigation of
the financial condition and affairs of each Project Party based on documents
and information which it considers appropriate; and


 


(c)                                   made its own appraisal of the creditworthiness of each Project
Party; and


 


(d)                                  made its own assessment and approval of the margin, fees and other
return to be obtained under the Finance Documents,


 


without relying on the Agent, the Technical Bank or
the Security Trustee (in whatever capacities) or any of their Related Entities
or on any representation or investigation made by any of them.


 


28.2                         Exoneration


 


None of the Agent, the Technical Bank, the Security
Trustee or any of their directors, officers, employees, agents, attorneys or
Related Entities is responsible or liable to any other Finance Party or any
Project Party:


 


(a)                                   because a Project Party does not perform its obligations under the
Finance Documents; or


 


(b)                                  for the financial condition of a Project Party; or


 


(c)                                   because any statement, representation or warranty in a Finance
Document or the Information Memorandum is incorrect or misleading; or


 


(d)                                  for the effectiveness, genuineness, validity, enforceability,
admissibility in evidence or sufficiency of the Finance Documents or any
document signed or delivered in connection with the Finance Documents; or


 


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(e)                                   for acting or not acting in accordance with the instructions of a
Majority of Financiers or all the Financiers, or in accordance with the Agent’s
directions, as the case may be.


 


Without limiting this clause 28.2, none of the Agent,
the Technical Bank or the Security Trustee is responsible or liable to any
Finance Party for anything done or not done in connection with the Finance
Documents by the Agent, the Technical Bank, the Security Trustee or their
directors, officers, employees, agents, attorneys or Related Entities except to
the extent that the act or omission amounts to fraud, gross negligence or
wilful misconduct by the Agent, the Technical Bank or Security Trustee, as the
case may be, or a gross or wilful breach by them of their obligations in the
capacity of agent of the Financiers or in the capacity of technical bank or in
the capacity of security trustee, as the case may be.


 


28.3                         Agent or Security Trustee in other capacity


 


If the Agent or Security Trustee is also a Financier,
the Working Capital Provider or a Hedge Provider, then in such capacity it:


 


(a)                                   has the same rights and obligations under the Finance Documents as
the other Financiers, the Working Capital Provider and the Hedge Provider; and


 


(b)                                  may exercise those rights and agrees to comply with those
obligations independently from its role as Agent or Security Trustee as if it
were not the Agent or Security Trustee.


 


28.4                         Dealing in different capacities


 


The Agent or Security Trustee may:


 


(a)                                   engage in any kind of banking, trust or other business with a
Project Party or the Financiers or any of their Related Entities; and


 


(b)                                  accept fees and other consideration from a Project Party or any of
its Related Entities for services in connection with the Finance Documents or
any other arrangement,


 


as if it were not the Agent or Security Trustee and
without having to account to the Financiers, the Working Capital Provider and
the Hedge Providers for any income it derives in doing so.


 


The Financiers, the Working Capital Provider and the
Hedge Providers release the Agent and Security Trustee from any obligation they
might otherwise have to the Financiers, the Working Capital Provider and the
Hedge Providers in relation to these matters.


 


In acting as agent for the Financiers, the Agent is to
be regarded as acting through its agency division which is to be treated as a
separate entity from any other of its divisions or departments.


 


If information is received by another division or
department of the Agent, it may be treated as confidential to that division or
department and the Agent is not taken to have notice of it.


 


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28.5                         Agent to act on Financier’s request


 


The Agent agrees to:


 


(a)                                   make a demand under clause 13 (“Increased costs”); or


 


(b)                                  give notices under clause 14 (“Illegality or impossibility”);
or


 


(c)                                   require the Company to draw bills under clause 8 (“Reliquifying
Bills”),


 


promptly on request from a Financier.  The other Financiers may not countermand
such a request.


 


28.6                         Agent to act on Security Trustee’s request


 


The Agent agrees to make a demand:


 


(a)                                   under clause 29.1 (“Financiers to indemnify against non-payment”);
or


 


(b)                                  under any other clause containing an indemnity or other obligation
in favour of the Security Trustee where the purpose of the demand is to benefit
the Security Trustee


 


promptly on request from the Security Trustee.


 


28.7                         Restriction on Finance Party exercising rights


 


Subject to clauses 21.6, 21.7 and 21.8, a Finance
Party (other than the Agent or the Security Trustee) may exercise a right
(including enforcing rights) against a Project Party under any Finance Document
independently of the Agent or Security Trustee only if:


 


(a)                                   the Agent has been instructed in accordance with clause 26 (“How and
when the Agent acts”) to exercise the right and the Agent has not done so
within a reasonable time, if relevant, after being put in funds under clause
29.3 (“Funds before acting”); or


 


(b)                                  the Security Trustee is not acting in accordance with the Agent’s
directions within a reasonable time, if relevant, after being put in funds
under clause 29.3 (“Funds before acting”).


 


28.8                         Notice
of transfer


 


The Agent and Security Trustee may treat each
Financier as the holder or obligor of the rights and obligations of that
Financier for all purposes under the Finance Documents until a Substitution
Agreement (or other notice of the assignment or transfer satisfactory to the
Agent) signed by the substitute, assignee or transferee is given to the Agent.


 


29                                   Funding of Agent and Security Trustee


 


29.1                         Financiers to indemnify against non-payment


 


Each Financier individually, in accordance with its
Proportion, indemnifies the Agent and the Security Trustee against the
non-receipt of a payment from the


 


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Company and the Costs incurred by the Agent or
Security Trustee in funding the amount not paid, if the Agent or Security
Trustee:


 


(a)                                   reasonably claims a payment from the Company under clause 22 (“Costs
and indemnities”); and


 


(b)                                  does not receive it within 10 Business Days after the claim is made.


 


Each Financier agrees to pay amounts due under this
indemnity to the Security Trustee (for its own account or for the account of
the Agent, as the case may be) on demand from the Agent.


 


29.2                         The Company’s back-to-back indemnity


 


The Company indemnifies each Financier against any
liability or loss arising from, and any Costs incurred in connection with, the
Financier making a payment under clause 29.1 (“Financiers to indemnify against
non-payment”).


 


The Company agrees to pay amounts due under this
indemnity on demand from the Agent.


 


29.3                         Funds
before acting


 


This clause applies if the Agent proposes to exercise
a right arising in its capacity as agent of the Financiers or take any other
action (whether or not at the instruction of a Majority of Financiers or all
Financiers) or the Security Trustee is directed by the Agent to exercise a
right or take any action in its capacity as security trustee in connection with
the Finance Documents, and the Agent or Security Trustee reasonably considers
this could result in the Company becoming obliged to pay an amount under clause
22 (“Costs and indemnities”).  In that
case, the Agent:


 


(a)                                   may request the Financiers to pay to the Agent or Security Trustee,
as the case may be, an amount at least equal to the amount the Agent or
Security Trustee reasonably determines would be the Company’s liability; and


 


(b)                                  need not act until the Financiers do so.


 


Each Financier agrees to fund under this clause
rateably in accordance with its Proportion.


 


29.4                         If a Financier does not fund


 


If a Financier does not fund the Agent or Security
Trustee under clause 29.3 (“Funds before acting”) within a period determined by
the Agent (or Security Trustee, as the case may be) to be reasonable, then the
Agent (if relevant, at the request of the Security Trustee) agrees to promptly
request each other Financier to fund the defaulting Financier’s share.  If one or more other Financiers agree to
fund the defaulting Financier’s share, then the obligations of the Financiers
under clause 29.3 (“Funds before acting”) are taken to be satisfied.  Each Financier agrees that:


 


(a)                                   a payment by a Financier to the Agent or Security Trustee under this
clause 29.4 constitutes a loan by the Financier to the defaulting Financier;
and


 


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(b)                                  the loan accrues interest at the rate and in the manner notified by
the paying Financier to the defaulting Financier and the Agent.


 


The defaulting Financier agrees to pay to the Security
Trustee (for the account of each funding Financier) on demand from the Agent
the loan principal and interest on each loan.


 


29.5                         Company’s costs obligation not affected


 


A payment by a Financier under this clause 29:


 


(a)                                   does not relieve the Company of its obligations under clause 22
(“Costs and indemnities”) or clause 23 (“Interest on overdue amounts”); and


 


(b)                                  does not impose a liability on the Company in respect of an amount
not otherwise payable by the Company under clause 22 (“Costs and indemnities”)
or clause 23 (“Interest on overdue amounts”).


 


30                                   Change of Agent or Security Trustee


 


30.1                         Retirement


 


The Agent may retire by giving the Company and each
Financier at least 30 days’ notice of its intention to do so.  The Security Trustee may retire by giving
the Agent and the Company at least 30 days’ notice of its intention to do so.


 


30.2                         Removal


 


If the Agent or Security Trustee breaches any material
obligation under a Finance Document and does not correct the breach within a
reasonable time, a Majority of Financiers may:


 


(a)                                   end the appointment of the Agent as agent of each Financier under
this agreement; or


 


(b)                                  direct the Agent to remove the Security Trustee as trustee under the
Security Trust Deed


 


by giving the Agent at least 30 days’ notice.


 


30.3                         Permitted
successors


 


The successor Agent or Security Trustee may be:


 


(a)                                   a Financier or a Related Entity of a Financier, nominated by a
Majority of Financiers; or


 


(b)                                  in the absence of such a nomination, a reputable and experienced
bank or financial institution (or a Related Entity of either of them) nominated
(in the case of retirement) by the retiring Agent or Security Trustee or (in
the case of removal) by a Majority of Financiers.


 


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30.4                         When retirement or removal takes effect


 


The retirement or removal of the Agent or Security
Trustee (as the case may be) takes effect:


 


(a)                                   in each case, when a successor has been appointed; and


 


(b)                                  in the case of the Security Trustee, only when the successor
Security Trustee has obtained title to, or obtained the benefit of, the
Securities in its capacity as security trustee; and


 


(c)                                   in each case, when the new Agent or Security Trustee and each other
party to the Finance Documents have the same rights and obligations among
themselves as they would have had if the new Agent or Security Trustee had been
party to the Finance Documents at the dates of those documents.  The retiring or removed Agent or Security
Trustee and each other party to the Finance Documents agrees to sign documents
(including a deed of retirement and appointment) and do anything else necessary
or appropriate to give effect to this.


 


If a successor Security Trustee is not
appointed within 30 days after notice of retirement or removal is given, the
retiring Security Trustee may appoint a successor.


 


Subject to clause 30.6, everything the
retiring Agent or Security Trustee is required to do under this clause is at
the Company’s expense.


 


30.5                         Discharge of further obligations


 


When a successor Agent or Security Trustee is
appointed, the retiring Agent or Security Trustee is discharged from any
further obligation under the Finance Documents.  (This discharge does not prejudice any accrued right or obligation.)


 


30.6                         Cost
of appointment


 


The costs in connection with the appointment of a
successor Agent or Security Trustee under this clause 30 will be borne:


 


(a)                                   where the Agent or Security Trustee has resigned, by the retiring
Agent or Security Trustee in respect of its own costs and by the Financiers in
respect of the successor Agent’s or Security Trustee’s costs (if any); and


 


(b)                                  where the Agent or Security Trustee has been removed by the Majority
of Financiers, by that Majority of Financiers.


 


31                                   Miscellaneous provisions relating to agency and
Security Trustee


 


31.1                         Security
Trust Deed


 


The Security Trustee may act in relation to the
Security Trust Deed as if it were beneficially entitled to the rights
comprising the trust fund under the Security Trust Deed.  However, [(except when making a distribution
under clause 2.3(e) of the Security Trust Deed)] it agrees to act only in
accordance with the Agent’s directions.


 


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31.2                         Delegation by Agent or Security Trustee


 


The Agent or Security Trustee may employ agents and
attorneys and may delegate any of their rights or obligations in the capacity
as agent of the Financiers or security trustee under the Security Trust Deed,
as the case may be, without notifying any person of the delegation.


 


31.3                         Duties
when delegating


 


Each of the Agent and the Security Trustee agree to
exercise reasonable care in selecting delegates and to supervise their actions.


 


31.4                         Responsibility for delegates


 


The Agent or Security Trustee, as the case may be, is
responsible for any loss arising due to the fraud, gross negligence or wilful
misconduct of their delegate or gross or wilful breach by the delegate of their
obligations.


 


31.5                         Agent and Security Trustee may rely on communications
and opinions


 


In relation to the Facilities and any Finance
Document, the Agent and Security Trustee may rely:


 


(a)                                   on any communication or document they believe to be genuine and
correct and to have been signed or sent by the appropriate person; and


 


(b)                                  as to legal, accounting, taxation or other professional matters, on
opinions and statements of any legal, accounting, taxation or professional
advisers used by them.


 


31.6                         Force
majeure


 


Despite any other provision of any Finance Document,
none of the Agent, the Technical Bank or the Security Trustee need act (whether
or not on instructions from one or more of the Finance Parties or as directed
by the Agent) if it is impossible to act due to any cause beyond its control
(including war, riot, natural disaster, labour dispute, or law taking effect after
the date of this agreement).  The Agent
agrees to notify each Financier promptly after it determines that it is unable
to act.  The Technical Bank agrees to
notify the Agent promptly after it determines that it is unable to act.  The Security Trustee agrees to notify the
Agent promptly after it determines that it is unable to act.


 


31.7                         No responsibility for force majeure


 


The Agent or Security Trustee, as the case may be, has
no responsibility or liability for any loss or expense suffered or incurred by
any party as a result of its not acting for so long as the impossibility under
clause 31.6 (“Force majeure”) continues. 
However, the Agent or Security Trustee, as the case may be, agrees to
make reasonable efforts to avoid or remove the causes of non-performance and
agrees to continue performance under this agreement promptly when the causes
are removed.


 


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31.8                         Hedge Provider reporting obligations


 


If the Agent asks, each Hedge Provider agrees to give
a written report outlining in reasonable detail all Transactions with the
Company entered into by that Hedge Provider for which it has not previously
provided details to the Agent.


 


31.9                         Hedge Agreements and netting


 


The Finance Parties acknowledge that the Security
Trustee enters into the Security subject to the bilateral netting arrangements
in the Hedge Agreements.


 


32                                   Entitlements to payments


 


Unless expressly stated otherwise, the Project Party
agrees to pay all amounts due under the Finance Documents for the account of
all Financiers except that an amount payable in connection with:


 


(a)                                   clause 7.4 (“Mandatory Prepayment - Review Event”) is to be paid for
the account of the relevant Financier;


 


(b)                                  clause 11.2 (“Agent fees”) and clause 34.1 (“Procedure for
substitution”) is to be paid for the account of the Agent; and


 


(c)                                   clause 11.3 (“Security Trustee fees”) is to be paid for the account
of the Security Trustee; and


 


(d)                                  clause 11.4 (“Arranging fee”) and clause 11.5 (“Underwriting fee”)
is to be paid for the account of the JLAs under the JLA Fee Letter;


 


(e)                                   clause 11.6 (“Technical Bank fees”) is to be paid for the account of
the Technical Bank;


 


(f)                                     clause 12.2 (c) (“Payments by Agent to Financier”), clause 12.3(c)
(“Payments by Security Trustee to Agent or Finance Party”), clause 13.1
(“Compensation”) or clause 14 (“Illegality or impossibility”) is to be paid for
the account of the affected Financier or the Agent (as applicable); and


 


(g)                                  clause 12.2(d) (“Payments by Agent to Financier”) or clause 12.3(d)
(“Payments by Security Trustee to Agent or Finance Party”) is to be paid for
the account of the Agent or Security Trustee (as applicable); and


 


(h)                                  clause 22.1 (“What the Company agrees to pay”) is to be paid for the
account of the party that incurs the Costs, or pays the Taxes or fees; and


 


(i)                                      clause 22.4 (“Payment of third party losses”) is to be paid for the
account of the party whose employee, officer, agent or contractor suffers the
liability, loss or Costs; and


 


(j)                                      clause 23 (“Interest on overdue amounts”) is to be paid for the
account of the party entitled to the overdue amount; and


 


(k)                                   clause 34.1 (“Procedure for substitution”) is to be paid for the
account of the Agent; and


 


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(l)                                      an indemnity is to be paid for the account of the party entitled
under the indemnity; and


 


(m)                                the Working Capital Facility is to be paid to the Working Capital
Provider; and


 


(n)                                  a Hedge Agreement is to be paid to the applicable Hedge Provider.


 


If the Project Party is to pay an amount for the
account of a particular party, the Project Party is taken to have satisfied its
obligation to that party by paying the Security Trustee (or its nominee).


 


33                                   Distribution of payments


 


33.1                         How Agent is to distribute


 


The Agent agrees to distribute amounts paid to it
under the Finance Documents as follows:


 


(a)                                   first, to the Security Trustee for all amounts due to it for its own
account in connection with its role as security trustee under any Finance
Document; and


 


(b)                                  secondly, to the Agent itself for all amounts due to it in its
capacity as agent under any Finance Document; and


 


(c)                                   thirdly, to the Technical Bank itself for all amounts due to it in
its capacity as technical bank under this agreement; and


 


(d)                                  fourthly, to each Financier in the proportion that the amount due
for payment to it at that time bears to the total of the amounts due for
payment to all Financiers at that time (proportions are to be expressed as
percentages and rounded to the nearest four decimal places),


 


or in such other manner as the Agent determines.


 


33.2                         How Security Trustee is to distribute


 


The Security Trustee agrees to distribute amounts
distributed to it under clause 2.3(d) of the Security Trust Deed as follows:


 


(a)                                   first, to the Agent for all amounts due to it in its capacity as
agent under any Finance Document; and


 


(b)                                  secondly, to the Technical Bank itself for all amounts due to it in
its capacity as technical bank under this agreement; and


 


(c)                                   thirdly, to each Security Beneficiary in the proportion that the
amount due for payment to it at that time bears to the total of the amounts due
for payment to all Security Beneficiaries at that time (proportions are to be
expressed as percentages and rounded to the nearest four decimal places),


 


or in such other manner as the Security Trustee
determines.


 


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33.3                         Excess distributions - contingencies


 


If a Financier receives a distribution under clause
33.1 (“How Agent is to distribute”) or clause 33.2 (“How Security Trustee is to
distribute”) on account of an amount which may become due for payment by the
Financier to a third party and the right of the third party to claim on the
Financier ends without a claim for the full distributed amount having been
made, then the Financier agrees to promptly pay the Agent an amount equal to
the unclaimed portion of the distributed amount.


 


33.4                         Postponement of non-funding Financiers


 


This clause applies despite anything in clause 33.1
(“How Agent is to distribute”) or clause 33.2 (“How Security Trustee is to
distribute”) if the Agent recovers an amount through exercising the Agent’s
rights in its capacity as agent of the Financiers or the Security Trustee
recovers an amount through exercising its rights in its capacity as security
trustee under the Security Trust Deed, in either case as a result of being
placed in funds under clause 29.3 (“Funds before acting”).  In that case, any Financier who did not fund
the Agent or Security Trustee is not entitled to receive any part of the
recovered amount until each Financier who funded receives an amount equal to
the total of:


 


(a)                                   the Amount Owing for that funding Financier; and


 


(b)                                  the amount of any loan principal and interest due to that funding
Financier under clause 29.4 (“If a Financier does not fund”).


 


In giving effect to this clause 33.3, the Agent is to
be taken to have made a determination under clause 33.1 (“How Agent is to
distribute”) and the Security Trustee is to be taken to have made a
determination under or clause 33.2 (“How Security Trustee is to distribute”) or
under clause 2.3 of the Security Trust Deed under the direction of the
Agent.  By signing this agreement or a
Substitution Agreement, each Financier is taken to have instructed the Agent:


 


(c)                                   under clause 26.2(i) (“Matters requiring instructions from all
Financiers”) to make the determination; or


 


(d)           under clause 26.2(k) to
give the direction to the Security Trustee,


 


as the case requires.


 


33.5                         Manner
of distribution


 


The Agent or Security Trustee, as the case may be,
agrees to distribute amounts to each Financier, the Working Capital Provider
and each the Hedge Providers promptly after receipt in immediately available
funds to that Finance Party’s office identified in the Details or another office
notified to the Agent by the Finance Party.


 


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33.6                         Distributions relying on assumed receipt


 


If a payment is due to be made by a party (in this
clause “party liable”) to the Agent or Security Trustee (in this clause
“payer”), the payer:


 


(a)                                   may assume that the party liable will make the payment, unless the
party liable notifies the payer at least one Business Day before the due date
that the payment will not be made; and


 


(b)                                  in reliance on the assumption in this clause 33.5, may (but need
not) make a corresponding payment on the due date to another party (in this
clause the “recipient”).


 


If the payer makes the corresponding payment and does
not actually receive the amount due to be paid to it, then:


 


(a)                                   the recipient agrees to refund it to the payer on demand; and


 


(b)                                  the party liable agrees to pay the payer on demand the amount and
the payer’s Costs (including interest) in funding the corresponding payment
from the date when it was made until the date the payer receives the refund.


 


This clause 33.6 does not affect any rights the payer
and the recipient may have against the party liable.


 


33.7                         Finance Party to pay over amounts received directly


 


If a Finance Party (other than the Agent or the Security
Trustee) receives or recovers an amount due to it under a Finance Document
other than through distribution by the Agent or by direction of the Security
Trustee under this agreement or by the Security Trustee under the Security
Trust Deed or this agreement, then it agrees to:


 


(a)                                   notify the Agent promptly; and


 


(b)                                  pay an amount equal to that amount to the Security Trustee within
two Business Days after receiving it.


 


If that Finance Party receives the amount by applying
a set-off, the set-off occurs when the Finance Party records the set-off in its
books of account.


 


The amount paid by the Finance Party to the Security
Trustee under this clause is to be taken to have been received by the Security
Trustee and not by the Finance Party who receives it (and the Amount Owing to
the Financier or other amount owing to the other Finance Party is to continue
to include that amount).


 


If a Finance Party is obliged to make a payment under
this clause, the Company indemnifies the Finance Party against loss suffered by
the Finance Party if the liability of the entity which makes a payment to the
Finance Party is held to have been discharged despite the operation of this
clause.


 


33.8                         Pro-rata
refunds


 


If a Finance Party who receives an amount referred to
in clause 33.7 (“Finance Party to pay over amounts received directly”) is
obliged to refund any part of it 


 


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under laws relating to Insolvency, then each Finance
Party to which that amount was distributed under this clause 33 agrees to
pay to the Security Trustee (for payment to the Finance Party who has to make
the refund) its pro rata share of the amount required to be refunded.


 


33.9                         Proceeds
of litigation


 


Despite clause 33.7 (“Finance Party to pay over
amounts received directly”), where a Finance Party recovers an amount in legal
proceedings it has brought as permitted by clause 28.7 (“Restriction on Finance
Party exercising rights”), the Finance Party may retain the recovered amount
and need not pay the recovered amount to the Security Trustee or share it with
any other party who could have joined in the proceedings (or could have taken
separate proceedings) but did not.


 


If more than one Finance Party takes proceedings, the
recovered amount is to be shared by each of those Finance Parties in the
proportion that the amount due for payment to it at that time bears to the
total of the amounts at that time due for payment to all the Finance Parties
who take proceedings.


 


In each case, any surplus is to be paid to the Security
Trustee.


 


33.10                  Application
of payments


 


Each Finance Party may apply amounts distributed to
them for their own account towards satisfying obligations under the Finance
Documents in the manner they see fit, unless the Finance Documents expressly provide
otherwise.  This appropriation overrides
any purported appropriation by a Project Party or any other person.


 


34                                   Substitution of Financiers


 


34.1                         Procedure for substitution


 


If a Financier wants to effect a novation of some or
all of its obligations under the Finance Documents, then that Financier (“Retiring
Financier”) (having first consulted the Company about the identity
of the proposed substitute Financier or substitute Financiers) and the other
person who proposes to assume the obligations (“Substitute Financier”) must
enter into a Substitution Agreement. 
Six counterparts of the Substitution Agreement must be signed by the
Retiring Financier and the Substitute Financier and given to the Agent together
with a fee of $3,000, on or before the sixth Business Day before the
substitution is to take effect.


 


34.2                         Agent authorised to sign Substitution Agreement


 


The Agent is irrevocably authorised by all parties to
this agreement other than the Retiring Financier to:


 


(a)                                   execute the Substitution Agreement on their behalf; and


 


(b)                                  do anything else the Agent considers appropriate to effect the
substitution.


 


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34.3                         Delivery
of copies


 


When the Agent receives a Substitution Agreement under
clause 34.1 (“Procedure for substitution”), it agrees to:


 


(a)                                   sign all the counterparts on behalf of all the parties to this
agreement other than the Retiring Financier; and


 


(b)                                  retain one counterpart and deliver the other counterparts to the
Company, the Recourse Guarantor, the Security Trustee, the Retiring Financier
and the Substitute Financier; and


 


(c)                                   notify the other Financiers of the substitution.


 


34.4                         When a Substitution Agreement may not be given


 


A Retiring Financier may not give a Substitution
Agreement during the period from when a Drawdown Notice has been given until
the day after the Drawdown Date under that Drawdown Notice.


 


Part 8 General


 


35                                   Relationships between parties


 


35.1                         Project Party may assume parties have complied


 


In relation to any act of the Agent or Security
Trustee, each Project Party need not enquire:


 


(a)                                   whether the Agent needed to consult or has consulted the Financiers;
or


 


(b)                                  whether instructions have been given to the Agent by a Majority of
Financiers or all Financiers; or


 


(c)                                   whether the Security Trustee has been directed by the Agent; or


 


(d)                                  about the terms of any instructions or directions.


 


As between:


 


(i)                                      the Agent or Security Trustee on the one hand, and each Project
Party on the other hand; and


 


(ii)                                   the Agent and the Security Trustee,


 


all action taken by the Agent or Security
Trustee under the Finance Documents is taken to be authorised under this
agreement unless the Project Party (in the case of paragraph (i)) or the
Security Trustee (in the case of paragraph (ii)) has actual notice to the
contrary.


 


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35.2                         Agent, Technical Bank and Security Trustee are not responsible
for Financier’s breach


 


None of the Agent, the Technical Bank and the Security
Trustee is responsible to the Project Party if another Finance Party does not
comply with its obligations under the Finance Documents.


 


35.3                         No responsibility for other’s obligations


 


If a Finance Party does not comply with its
obligations under a Finance Document, this does not relieve any other Finance
Party or the Project Party of any of their respective obligations.  No party is responsible for the obligations
of another party.


 


36                                   Dealing
with interests


 


36.1                         No dealing by Project Party


 


A Project Party may not assign or otherwise deal with
its rights under any Finance Document or allow any interest in them to arise or
be varied, in each case, without the Agent’s consent.


 


36.2                         Dealings by Finance Party


 


Subject to clause 30 (“Change of Agent or Security
Trustee”) or clause 34 (“Substitution of Financiers”), a Finance Party may deal
with its rights under the Finance Documents (including by assignment or
participation) without the consent of any other person.


 


36.3                         Dealings by Security Trustee, Technical Bank or Agent


 


The Security Trustee, Technical Bank or Agent may
assign or otherwise deal with their rights under the Finance Documents to
receive payments for their own account, without the consent of any person.  But they may not otherwise deal with their
rights except in accordance with this agreement.


 


37                                   Notices


 


37.1                         Form


 


Unless expressly stated otherwise in the Finance
Document, all notices, certificates, consents, requests, approvals, waivers and
other communications in connection with that Finance Document must be in writing,
signed by an Authorised Officer of the sender and marked for attention as set
out or referred to in the Details or, if the recipient has notified otherwise,
marked for attention in the way last notified.


 


37.2                         Delivery


 


They must be:


 


(a)                                   left at the address set out or referred to in the Details; or


 


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(b)                                  sent by prepaid post (airmail, if appropriate) to the address set
out or referred to in the Details; or


 


(c)                                   sent by fax to the fax number set out or referred to in the Details.


 


However, if the intended recipient has notified a
changed postal address or changed fax number, then the communication must be to
that address or number.


 


37.3                         When
effective


 


They take effect from the time they are received
unless a later time is specified in them.


 


37.4                         Deemed
receipt - postal


 


If sent by post, they are taken to be received three
days after posting (or seven days after posting if sent to or from a place
outside Australia).


 


37.5                         Deemed
receipt - fax


 


If sent by fax, they are taken to be received at the
time shown in the transmission report as the time that the whole fax was sent.


 


37.6                         Deemed
receipt - general


 


Despite clauses 37.4 and 37.5, if they are received
after 5pm in the place of receipt or on a non-Business Day, they are taken to
be received at 9am on the next Business Day.


 


37.7                         Waiver
of notice period


 


The Agent may waive a period of notice required to be
given by the Company under this agreement.


 


37.8                         Copy
notices


 


A communication to the Company is to be copied to
Tipperary in accordance with the provisions of this clause 37 applicable to
notices to Tipperary.  The notice to the
Company is effective upon receipt by it in accordance with this clause even if
the copy is not received by Tipperary.


 


37.9                         Electronic
delivery


 


Despite anything to the contrary in this clause 37, a
communication to or by the Agent:


 


(a)                                   may be given by means of a secure website access to which is
restricted to the parties to the Finance Documents (and, where applicable, their
financial and legal advisers) established by the Agent or other electronic
means in a manner and subject to rules established by the Agent (after having
consulted with the Majority of Financiers) and agreed with the Company; and


 


(b)                                  if so given, will be taken to be given or made in accordance with
this clause 37.


 


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38                                   General


 


38.1                         Application to Finance Documents


 


If anything in this clause 38 (“General”) is
inconsistent with a provision in another Finance Document, then the provision
in the other Finance Document prevails for the purposes of that Finance
Document.


 


38.2                         Prompt
performance


 


Subject to clause 38.15 (“Time of the essence”):


 


(a)                                   if a Finance Document specifies when the Project Party agrees to
perform an obligation, the Project Party agrees to perform it by the time
specified; and


 


(b)                                  the Project Party agrees to perform all other obligations promptly.


 


38.3                         Consents


 


The Project Parties agree to comply with all
conditions in any accepted or relied upon approval or consent a Finance Party
gives in connection with a Finance Document.


 


38.4                         Certificates


 


A Finance Party may give a Project Party a certificate
about an amount payable or other matter in connection with a Finance Document.
The certificate is sufficient evidence of the amount or matter, unless it is
proved to be incorrect.


 


38.5                         Set-off


 


At any time while an Event of Default subsists, a
Finance Party may set off any amount due for payment by it to the Project Party
against any amount due for payment by the Project Party to the Finance Party
under the Finance Document.


 


38.6                         Discretion in exercising rights


 


Unless expressly stated to the contrary with respect
to a particular right or remedy or consent in a Finance Document, a Finance
Party may exercise a right or remedy or give or refuse its consent or make any
determination under a Finance Document in any way it considers appropriate
(including by imposing conditions).


 


38.7                         Partial exercising of rights


 


If a Finance Party does not exercise a right or remedy
under a Finance Document fully or at a given time, the Finance Party may still
exercise it later.


 


38.8                         No
liability for loss


 


No Finance Party is liable for loss caused by the
exercise or attempted exercise of, failure to exercise, or delay in exercising,
a right or remedy under a Finance Document.


 


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38.9                         Conflict
of interest


 


A Finance Party’s rights and remedies under any
Finance Document may be exercised even if this involves a conflict of duty or
the Finance Party has a personal interest in their exercise.


 


38.10                  Remedies
cumulative


 


The rights and remedies of a Finance Party under any
Finance Document are in addition to other rights and remedies given by law
independently of the Finance Document.


 


38.11                  Indemnities


 


Any indemnity in a Finance Document is a continuing
obligation, independent of the Project Party’s other obligations under that
Finance Document and continues after the Finance Document ends.  It is not necessary for a Finance Party to
incur expense or make payment before enforcing a right of indemnity under a
Finance Document.


 


38.12                  Rights and obligations are unaffected


 


Rights given to the Security Trustee, the Agent, the
Technical Bank or a Financier under a Finance Document and the Obligor’s
liabilities under it are not affected by anything which might otherwise affect
them at law.


 


38.13                  Inconsistent
law


 


To the extent permitted by law, each Finance Document
prevails to the extent it is inconsistent with any law.


 


38.14                  Supervening legislation


 


Any present or future legislation which operates to
vary the obligations of the Obligor in connection with a Finance Document with
the result that the Security Trustee’s, the Agent’s, the Technical Bank’s or a
Financier’s rights, powers or remedies are adversely affected (including by way
of delay or postponement) is excluded except to the extent that its exclusion
is prohibited or rendered ineffective by law.


 


38.15                  Time
of the essence


 


Time is of the essence in any Finance Document in
respect of an obligation of an Obligor or the Recourse Guarantor to pay money.


 


38.16                  Variation
and waiver


 


A provision of a Finance Document, or right created
under it, may not be waived or varied except in writing signed by the party or
parties to be bound.


 


For the avoidance of doubt, but without otherwise
limiting this clause 38.16, an amendment to this agreement prior to the
Recourse Guarantor Release Date which increases a Facility Limit set out in the
Details requires the approval of the Recourse Guarantor.


 


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38.17                  Confidentiality


 


Each party agrees not to disclose information provided
by any other party that is not publicly available (including the existence of
or contents of any Transaction Document) except:


 


(a)                                   to any person in connection with an exercise of rights or a dealing
with rights or obligations under a Finance Document (including when the Agent
or a Financier consults other Financiers after a Review Event or in connection
with preparatory steps such as negotiating with any potential assignee or
potential sub-participant or other person who is considering contracting with
the Financier in connection with a Finance Document); or


 


(b)                                  to a person considering entering into (or who enters into) a credit
swap with the Agent or a Financier involving credit events relating to the
Obligor or any of its Related Entities; or


 


(c)                                   to officers, employees, legal and other advisers and auditors of the
Obligor, Security Trustee, the Agent, the Technical Bank or a Financier; or


 


(d)                                  to any person to whom the disclosing party reasonably considers it
is required to disclose that information; or


 


(e)                                   to any party to this agreement or any Related Entity of any party to
this agreement, provided the recipient agrees to act consistently with this
clause 38.17; or


 


(f)                                     with the consent of the party who provided the information (such
consent not to be unreasonably withheld or delayed); or


 


(g)                                  as required by any law or stock exchange or requirement of any
Governmental Agency.


 


Each party consents to disclosures made in accordance
with this clause 38.17.


 


38.18                  Further
steps


 


The Obligor agrees to do anything the Agent asks (such
as obtaining consents, signing and producing documents and getting documents
completed and signed):


 


(a)                                   to bind the Obligor and any other person intended to be bound under
the Finance Documents;


 


(b)                                  to enable the Agent to register any power of attorney in this
agreement; or


 


(c)                                   to show whether the Obligor is complying with this agreement.


 


38.19                  Counterparts


 


This agreement may consist of a number of copies, each
signed by one or more parties to the agreement.  If so, the signed copies are treated as making up the one
document.


 


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38.20                  Governing
law


 


This agreement is governed by the law in force in the
place specified in the Details and each party submits to the non-exclusive
jurisdiction of the courts of that place.


 


38.21                  Serving
documents


 


Without preventing any other method of service, any
document in a court action may be served on a party by being delivered to or
left at that party’s address for service of notices under clause 37
(“Notices”).


 


38.22                  Appointment of Process Agent


 


Each LR Guarantor (other than Tipperary Pastoral) and
the Recourse Guarantor irrevocably appoints the Process Agent as its process
agent to receive any document in an action in connection with the Finance
Documents.


 


If for any reason the Process Agent ceases to be able
to act as process agent, each LR Guarantor and the Recourse Guarantor must
promptly appoint another person in the place specified for governing law in the
Details as process agent.


 


Each LR Guarantor and the Recourse Guarantor agrees
that the service of documents on the Process Agent or any other person
appointed under this clause will be sufficient service on it.


 


38.23                  Code
of Banking Practice


 


The parties to this agreement agree that the Code of
Banking Practice 2003 does not apply to any Finance Document or any transaction
or service under any Finance Document.


 


38.24                  Preservation


 


The parties agree that, for the avoidance of doubt,
for the purposes of the Security Trust Deed clauses 22 and 25 to 33 inclusive
survive payment and repayment of the Amount Owing until the trust in the
Security Trust Deed terminates.


 


38.25                  No
liability


 


Without limiting clause 28.2 and clause 38.8, none of
the Agent, the Technical Bank or the Security Trustee is responsible or liable
to any Project Party for anything done or not done in connection with the
Finance Documents by the Agent, the Technical Bank, the Security Trustee or
their directors, officers, employees, agents, attorneys or Related Entities
except to the extent that the act or omission amounts to fraud, gross
negligence or wilful misconduct by the Agent, the Technical Bank or Security
Trustee, as the case may be.


 


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39                                   Interpretation


 


39.1                         Definitions


 


These meanings apply unless the contrary intention
appears:


 


Accepted Gas Sale Agreement means each
agreement for the sale of gas:


 


(a)                                   with a counterparty and upon terms and conditions approved by the
Agent; and


 


(b)                                  accepted by the Agent for the purposes of the calculation of the
amount of the Limited Recourse Facility and of the Financial Ratios, to the
extent and with Assumptions applicable thereto determined by the Agent; and


 


(c)                                   in respect of which:


 


(i)                                      a deed with the counterparty has been entered into by the Security
Trustee and the counterparty on terms and conditions approved by the Agent; and


 


(ii)                                   transport and haulage arrangements have been entered into, where
contemplated by, or necessary having regard to, the terms of the agreement for
the sale of gas, upon terms and conditions approved by the Agent and, where
required by the Agent, a deed with the counterparty has been entered into by
the Security Trustee and the counterparty on terms and conditions approved by
the Agent.


 


An increase in the daily or annual delivery volumes
which are the subject of an Accepted Gas Sale Agreement, other than an increase
arising as a consequence of nominations made within existing limits under the
agreement, is taken to be a new contract to the extent of the increase and will
be separately considered by the Agent.


 


Accountable Taxes
means Taxes imposed by a Relevant Country other than those which would not be
required to be deducted by the Project Party if the Security Trustee, Agent or
relevant Financier provided the Project Party with any of its name, address,
registration number or similar details or any relevant tax exemption or similar
details.


 


Account Bank means Australia & New
Zealand Banking Group Limited.


 


Agent means the
person so described in the Details.


 


Agreed Development Plan means the plan
developed by the Company in relation to the Project and the Other Interest and
approved by the Agent after consultation with the Independent Technical Expert
in relation to the development, procurement, operation and management of the
Project and the Other Interest, initialled by the Company and the Agent not
later than the date of this agreement for the purposes of identification, as
that plan may be amended or updated from time to time:


 


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(a)                                   in the case of variations and updatings that are material, or a
series of variations and updatings that in aggregate are material, by the
Company with the prior consent of the Agent (after consulting with the
Independent Technical Expert); and


 


(b)           in any other case, by the Company.


 


AGT&E Consultant means Golder
Associates Pty Ltd or any replacement independent above ground technical and
environmental consultant selected by the Agent.


 


Allowable Reserves means, as at a
Calculation Date, the amount determined by the Agent (after consultation with the
Technical Bank and the Independent Reserves Engineer) as being the right, title
and interest of the Obligors under the Project Documents in the aggregate of:


 


(a)                                   100% of the Proved Developed Producing Reserves;


 


(b)                                  the lesser of 100% of the Proved Developed Non-Producing Reserves
and an amount equal to 150% of the Proved Developed Producing Reserves; and


 


(c)                                   the lesser of 100% of the Proved Undeveloped Reserves and a
proportion thereof such that the Proved Undeveloped Reserves does not exceed
25% of the Allowable Reserves,


 


after
adjusting (to the extent not adjusted in the determinations for the purposes of
paragraphs (a) to (c)) for:


 


(i)                                      the anticipated impact of Project Payout occurring;


 


(ii)                                   producing wells and anticipated producing wells in which less than
all Parties participate under the Operating Agreement;


 


(iii)                                the entitlements of any underproduced Party under a Gas Balancing
Agreement taken to be entered into under the Operating Agreement;


 


(iv)                               any banking of gas that occurs under any Gas Sale Agreement or gas
transport or haulage arrangement, to the extent that the Obligor has been paid
for that gas.


 


Amount Owing means,
at any time for a Financier, the total of all amounts which are then due for
payment, or which will or may become due for payment, in connection with any
Finance Document (including transactions in connection with them) to that
Financier or to the Agent for the account of that Financier or to the Security
Trustee for the account of that Financier.


 


Assumptions in
relation to the Base Case Financial Model or a calculation of a Financial
Ratio, means the economic, financial and technical assumptions (including
assumptions relating to development, production, account balances, escalation
factors, discount rates, interest rates, inflation rates and Taxes) necessary
to run the Base Case Financial Model or calculate that ratio.


 


Authorisation includes any consent,
authorisation, registration, filing, lodgment, agreement, notarisation,
certificate, permission, licence, approval, determination,


 


120

















 


authority or
exemption from, by or with a Governmental Agency, and in relation to anything
which will be fully or partly prohibited or restricted by law if a Governmental
Agency intervenes or acts in any way within a specified period after lodgement,
filing, registration or notification, the expiry of that period without
intervention or action.


 


Authorised Investments means deposits
and other investments, of an appropriate tenor and liquidity having regard to
the Company’s obligations (including their contingent obligations) under the
Finance Documents, denominated in A$, with a bank or financial institution
with:


 


(a)                                   a long term credit rating at the time of making the deposit or
investment of A+ or higher by S&P and A1 or higher by Moody’s; or


 


(b)                                  a long term credit rating by one (but not both) of S&P and
Moody’s, which credit rating is not less than that specified for that rating
agency in paragraph (a).


 


Authorised Officer
means:


 


(a)                                   in the case of a Finance Party, a director or secretary of the
Finance Party, or an officer of that party whose title contains the word
“director”, “chief”, “head”, “president”, “manager”, “lawyer” or “counsel” or a
person performing the functions of any of them, or any other person appointed
by that party as an Authorised Officer or attorney for the purposes of the
Finance Documents; and


 


(b)                                  in the case of the Project Party, a director or a person appointed
by that entity as an Authorised Officer for the purposes of the Finance
Documents.


 


Bank Bill Rate means,
for an Interest Period, the average bid rate for Bills having a tenor closest
to the Interest Period as displayed on the “BBSY” page of the Reuters Monitor
System on the first day of that Interest Period.  However, if the average bid rate is not displayed by 10:30am on
that day, or if it is displayed but there is an obvious error in that rate, Bank Bill Rate means the rate set by the
Agent in good faith at approximately 10:30am on that day, having regard, to the
extent possible, to the rates otherwise bid for Bills of that tenor at or
around that time (including any displayed on the “BBSW” page of the Reuters
Monitor System).


 


The rate set
by the Agent must be expressed as a percentage rate per annum and be rounded up
to the nearest fourth decimal place.


 


Base Case Financial Model means the base case
financial model agreed by the Company and the Agent prior to first Drawdown
reflecting, amongst other things, the Agreed Development Plan (to the extent that
that plan relates to Limited Recourse Facility), the Accepted Gas Sale
Agreements and the agreed debt sizing parameters, as amended as required by the
Agent prior to the First Recalculation Date (with the consent of the Company if
the methodology of the model is to be varied, such consent not to be
unreasonably withheld or delayed) having regard, amongst other things, to the
audit contemplated by item 22 of schedule 1, and as updated  by the Agent from
time to time in accordance with clause 15.


 


121

















 


Bill has the
meaning it has in the Bills of Exchange Act 1909 (Cwlth) and a reference to the
drawing, acceptance or endorsement of, or other dealing with, a Bill is to be
interpreted in accordance with that Act.


 


Business Day means
a day on which banks are open for general banking business in the place or
places set out in the Details under “Business Day place(s)” (not being a
Saturday, Sunday or public holiday in that place).


 


Calculation Date means the last day of
each calendar half year, where that day falls before the Maturity Date of the
Limited Recourse Facility.


 


Calculation End Date means, at any
time, the earlier of:


 


(a)           31 March 2014; and


 


(b)                                  the last Calculation Date as at which the most recently calculated
Reserve Tail at that time is 33% or greater.


 


Calculation Period means:


 


(a)                                   the period from the First Recalculation Date to the immediately
following Calculation Date; and


 


(b)                                  each subsequent six month period ending on each Calculation Date.


 


Capex Reserve Account means the
account established and maintained by the Company in accordance with clause
16.1(a)(iii) (“Establishment and operation of Project Accounts”).


 


Cash Available for Debt Service or CADS means, in respect of any Calculation
Period, subject to clauses 15.1 and 15.2, the Revenue for that period less each
of the following amounts paid or, as appropriate, projected to be paid, by or
on behalf of the Company (in its capacity as Operator) and the Obligors (in
their capacity as Parties), during that Calculation Period:


 


(a)                                   Operating Costs;


 


(b)                                  for the purposes only of calculating a Financial Ratio, those
non-discretionary Corporate Costs projected to be incurred or paid in any
current or future Calculation Period;


 


(c)                                   Project Costs, to the extent that the same is not or may not be
funded by Drawings under the Recourse Facility;


 


(d)                                  any expenditure in or towards replacing, restoring or reinstating
Project Assets as contemplated by clause 16.5(b), to the extent that the same
is funded by Insurance Proceeds deposited to the credit of the Proceeds
Account;


 


(e)                                   fees, Taxes or royalties in connection with the Project (whether
currently payable or levied or imposed after the date of this agreement) paid
by or on behalf of an Obligor to any Governmental Agency.


 


Casualty Occurrence means any event or
series of related events which entitles an Obligor to claim under an Insurance
Policy (other than under a Liability


 


122

















 


Insurance
Policy) or to claim other compensation or a payment from a Governmental Agency.


 


Commitment means,
for a Financier and a Facility:


 


(a)                                   prior to when a new Commitment for that Facility first becomes
effective in accordance with clause 2.7 (“Change in Facility Limits becomes effective)
or 4.7 (“When Switch becomes effective”), the amount set out as such for that
Financier in the Details as reduced by the total of all cancellations and
repayments and, in the case of the Limited Recourse Facility, prepayments in
respect of that Financier and that Facility; and


 


(b)                                  after the first new Commitment for that Financier and that Facility
becomes effective in accordance with clause 2.7 (“When change in Facility
Limits becomes effective) or 4.7 (“When Switch becomes effective”), it is each
new Commitment for that Financier and that Facility as reduced by the total of
all cancellations and repayments and, in the case of the Limited Recourse
Facility, prepayments in respect of that Financier and that Facility after that
new Commitment becomes effective until the next new Commitment for that
Financier and that Facility becomes effective.


 


Company means the
person so described in the Details.  If
there are more than one, Company means each of them individually and
every two or more of them jointly.


 


Compensation Agreement means:


 


(a)                                   the letter to be sent by the Company to Ken and Joan Newton;


 


(b)                                  the letter dated 30 June 2003 from RLMS Pty Ltd on behalf of the
Company to B D Shelton;


 


(c)                                   the letter dated in or about 2002 from Driscoll Pastoral Company to
Tri-Star Petroleum Company (as Operator) and filed by Tri-Star Petroleum
Company with the Land and resources Tribunal of Queensland;


 


(d)                                  the three agreements dated 3 July 2002, 26 November 2003 and 24
February 2004 between the Company and Thomas Wagner and Elisabeth Wagner;


 


(e)                                   the agreement dated 10 September 2002 between the Company and Brian
Bloxson as trustee of The Bloxson Family Trust No. 2;


 


(f)                                     the agreement dated 10 September 2002 between the Company and Walter
Peart;


 


(g)                                  the agreement dated 29 May 2002 between the Company and John Moloney
and Isabel Moloney;


 


(h)                                  the agreement dated 31 March 2003 between the Company and John
Moloney, Isabel Moloney, Peter Moloney, Robert Moloney and Robynne Moloney


 


123

















 


(i)                                      the three agreements dated 22 August 2002, 18 August 2003 and 11
September 2003 between the Company and James Peterson;


 


(j)                                      the agreement dated 26 November 2002 between the Company and Adrian
Shand;


 


(k)                                   the five agreements dated 30 October 2002, 30 January 2003, 4
September 2003 and 11 September 2003 between the Company and Dennis Ward;


 


(l)                                      the agreement dated 23 March 2004 between the Company and Robert
Warrian;


 


(m)                                the two agreements dated 11 April 2003 and 18 December 2003 between
the Company and Arthur McIntyre, Cameron McIntyre and Malcolm McIntyre;


 


(n)                                  the agreement dated 11 April 2002 between the Company and Magowra
Pastoral Company Pty Ltd;


 


(o)                                  the agreement dated 3 June 2001 between the Company and Allan Ward
and Enid Ward;


 


(p)                                  the agreement dated 27 June 2003 between the Company and Kevin
Garland and Reginald Garland;


 


(q)                                  the agreement dated 5 September 2003 between the Company and Cynthia
Warrian;


 


(r)                                     the agreement dated 2 April 2004 between the Company and A W Price;


 


(s)                                   the agreement dated 2 January 2004 between the Company and N J and M
E Bennett;


 


(t)                                     the agreement dated 3 March 2004 between the Company and M C and K C
Groat;


 


(u)                                  the agreement dated 19 March 2004 between the Company and M J and Z
M Bonisch;


 


(v)                                  the agreement dated 5 December 2003 between the Company and C D, M B
and L E Hewitt;


 


(w)                                any other compensation agreement relating to the Project Licences
entered into as contemplated by section 98 of the Petroleum Act.


 


Consolidated Cash and Cash Equivalents
means, at any time:


 


(a)                                   cash in hand or on deposit with any acceptable bank;


 


(b)                                  certificates of deposit, maturing within one year after the relevant
date of calculation, issued by an acceptable bank;


 


(c)                                   any investment in marketable obligations issued or guaranteed by the
government of the United States of America or the United Kingdom or


 


124

















 


by an
instrumentality or agency of the government of the United States of America or
the United Kingdom having an equivalent credit rating;


 


(d)                                  open market commercial paper:


 


(i)                                      for which a recognised trading market exists;


 


(ii)                                   issued in the United States of America or the United Kingdom;


 


(iii)                                which matures within one year after the relevant date of calculation;
and


 


(iv)                               which has a credit rating of either A-1 by S&P or FitchIBCA or
P-1 by Moody’s, or, if no rating is available in respect of the commercial
paper, the issuer of which has, in respect of its long-term debt obligations,
an equivalent rating;


 


(e)                                   Sterling bills of exchange eligible for rediscount at the Bank of
England and accepted by an acceptable bank; or


 


(f)                                     any other instrument, security or investment approved by the Agent,


 


in each case, to which any member of the Group is
beneficially entitled at that time and which is capable of being applied
against Consolidated Total Borrowings. 
An acceptable bank for this purpose is a commercial bank or trust
company which has a rating of A or higher by S&P or FitchIBCA or A2 or
higher by Moody’s or a comparable rating from a nationally recognised credit
rating agency for its long-term debt obligations or has been approved by the
Agent.


 


Consolidated Interest Payable means all interest and other financing charges (whether, in each
case, paid, payable or capitalised), incurred by the Group during a Measurement
Period.


 


Consolidated Interest Receivable means all interest and other financing charges received or
receivable by the Group during a Measurement Period.


 


Consolidated Rental and Utilities Income means the operating consolidated pre-taxation income of the Group
for a financial year of the Group in respect of:


 


(a)                                   rents and rent charges received by any member of the Group in
respect of the property investment activities of the Group, less ground rents
payable by and other property outgoings of any member of the Group in respect
of those activities; and


 


(b)                                  sales by any member of the Group in respect of the utilities
activities of the Group, less the cost of sales and depreciation incurred by any
member of the Group in respect of those activities,


 


but,
for the avoidance of doubt, excluding:


 


(i)                                      interest;


 


(ii)                                   any exceptional item;


 


125

















 


(iii)                                any operating profit or loss arising from the property trading
activities of the Group; and


 


(iv)                               any book profit or loss generated by any property or investment
disposal or revaluation by any member of the Group.


 


Consolidated Tangible Net Worth means at any time the aggregate (without double counting) of:


 


(a)                                   the amount paid up or credited as paid up on the issued share
capital of the Recourse Guarantor; and


 


(b)                                  the amount standing to the credit of the consolidated capital and
revenue reserves of the Group (including, for the avoidance of doubt, the amount
standing to the credit of the share premium account),


 


based on the latest published audited consolidated
balance sheet of the Recourse Guarantor (“latest
balance sheet”) but adjusted by:


 


(i)                                      adding any amount standing to the credit of the profit and loss
account of the Group for the period ending on the date of the latest balance
sheet to the extent not included in paragraph (b);


 


(ii)                                   deducting any dividend or other distribution declared, recommended
or made by any member of the Group to a person who is not a member of the
Group;


 


(iii)                                deducting any amount standing to the debit of the profit and loss
account of the Group for the period ending on the date of the latest balance
sheet;


 


(iv)                               deducting any amount attributable to goodwill or any other intangible
asset;


 


(v)                                  adding the amount of any upward revaluation of assets undertaken by
an independent professional valuer since the date of the latest balance sheet;


 


(vi)                               deducting the amount of any devaluation of assets since the date of
the latest balance sheet;


 


(vii)                            reflecting any variation in the amount of the issued share capital
of the Recourse Guarantor and the consolidated capital and revenue reserves of
the Group after the date of the latest balance sheet;


 


(viii)                         reflecting any variation in the interest of the Recourse Guarantor
in any other member of the Group since the date of the latest balance sheet;


 


(ix)                                 excluding any amount attributable to deferred taxation;


 


(x)                                    excluding any amount attributable to minority interests; and


 


(xi)                                 eliminating inconsistencies between the account principles applied
in connection with the latest balance sheet and those applied in connection
with the Original Financial Statements.


 


126

















 


Consolidated Total Borrowings means, in respect of the Group, at any time the aggregate (without
double counting) of the following:


 


(a)           the
outstanding principal amount of any moneys borrowed;


 


(b)                                  the outstanding principal amount of any acceptance under any
acceptance credit;


 


(c)                                   the outstanding principal amount of any bond, note, debenture, loan
stock or other similar instrument (excluding, for the avoidance of doubt, the
cumulative redeemable convertible preference shares issued on 6 June 1991 or
any future similar issues of equity) of any member of the Group;


 


(d)                                  the capitalised element of indebtedness under a finance or capital
lease;


 


(e)                                   the outstanding principal amount of all moneys owing in connection
with the sale or discounting of receivables (otherwise than on a non-recourse
basis);


 


(f)                                     the outstanding principal amount of any indebtedness arising from
any deferred payment agreements arranged primarily as a method of raising
finance or financing the acquisition of an asset;


 


(g)                                  any fixed or minimum premium payable on the repayment or redemption
of any instrument referred to in paragraph (c);


 


(h)                                  the outstanding principal amount of any indebtedness arising in
connection with any other transaction (including any forward sale or purchase
agreement) which has the commercial effect of a borrowing; and


 


(i)                                      the outstanding principal amount of any indebtedness of any person
of a type referred to in paragraphs (a) to (h) which is the subject of a
guarantee, indemnity or similar assurance against financial loss given by a
member of the Group.


 


Consolidated Total Net Borrowings means at any time Consolidated Total Borrowings less Consolidated
Cash and Cash Equivalents.


 


Contaminants means any:


 


(a)                                   waste; or


 


(b)                                  solid, liquid or gaseous substance having toxic, corrosive,
flammable, explosive, infectious, carcinogenic or other dangerous or harmful
characteristics; or


 


(c)                                   constituent of any such waste, pollutant or substance.


 


Contested Tax means
a Tax payable by a person where the person:


 


(a)                                   is contesting in good faith its liability to pay that Tax;


 


(b)                                  is not required by applicable law to pay that Tax prior to
contesting its liability to pay that Tax; and


 


127

















 


(c)                                   has set aside sufficient reserves for that Tax in accordance with approved
accounting standards and, if not inconsistent with those approved accounting
standards, generally accepted principles and practices in Australia
consistently applied by a body corporate or as between bodies corporate and
over time.


 


Control of a corporation
includes the direct or indirect power to directly or indirectly:


 


(a)                                   direct the management or policies of the corporation; or


 


(b)                                  control the membership of the board of directors,


 


whether or not the power has statutory, legal or
equitable force or is based on statutory, legal or equitable rights and whether
or not it arises by means of trusts, agreements, arrangements, understandings,
practices, the ownership of any interest in shares or stock of the corporation
or otherwise.


 


Controller has the
meaning in the Corporations Act.


 


Corporate Costs means:


 


(a)                                   any costs and expenses incurred and paid by the Company and
Tipperary CSG in the ordinary course of business, including:


 


(i)                                      costs and expenses incurred in connection with the Tri-Star Litigation;


 


(ii)                                   costs and expenses incurred with respect to the Other Interest;


 


(iii)                                the costs of carrying out exploration on a Project Petroleum
Interest to the extent that those costs exceed the costs necessary to comply
with mandatory minimum work conditions imposed under the Petroleum Act as a
condition of that Project Petroleum Interest;


 


(iv)                               payments to Tipperary Pastoral in an aggregate amount not exceeding
A$200,000 in each financial year; and


 


(v)                                  all other costs and expenses incurred in connection with the
Project; and


 


(b)                                  any costs and expenses incurred and paid by Tipperary in the
ordinary course of business in connection with:


 


(i)                                      the Tri-Star Litigation;


 


(ii)                                   carrying out exploration on a Project Petroleum Interest to the
extent that those costs exceed the costs necessary to comply with mandatory
minimum work conditions imposed under the Petroleum Act as a condition of that
Project Petroleum Interest;


 


(iii)                                the Project,


 


but excluding
all Project Costs, Operating Costs and Financing Costs.


 


128

















 


Costs includes
costs, charges and expenses, including those costs reasonably incurred in
connection with advisers.


 


Current Australian Dollar Amount
means, in respect of a day, the equivalent in Australian Dollars on a sum
expressed in another currency converted at the spot rate (based on the market
rate then prevailing) for the purchase of Australian Dollars with that currency
which is quoted to the Agent by a Financier at or about 11am on that day for value
on the second Business Day after that day.


 


Debt Service Cover Ratio or DSCR means, subject to clauses 15.1, 15.2
and 15.3, in respect of a Calculation Date, the ratio of:


 


(a)                                   the aggregate Cash Available for Debt Service for the Calculation
Period ending on that Calculation Date and the Calculation Period commencing on
that Calculation Date


 


to:


 


(b)                                  the aggregate Debt Service Obligations for those Calculation
Periods.


 


Debt Service Obligation means, in
respect of a Calculation Period, means the aggregate of:


 


(a)                                   Financing Costs paid or projected to be payable by the Company under
clauses 16.4(d) and 16.5(d) during that period; and


 


(b)                                  the scheduled repayment instalment under the Limited Recourse
Facility paid or projected to be payable on the Repayment Date falling
immediately after that period.


 


Debt Service Reserve Account means the
account established and maintained by the Company in accordance with clause
16.1(a)(ii) (“Establishment and operation of Project Accounts”).


 


Debt Service Reserve Amount means:


 


(a)                                   on a Calculation Date occurring prior to the Maturity Date of the
Recourse Facility, the amount of Debt Service Obligations estimated by the
Agent to be payable by the Company during the three month period occurring
immediately after that Calculation Date.


 


However, if the Company wishes to make a distribution under clause
16.5(k) (“Proceeds Account - Withdrawals”) or clause 16.6 (“Proceeds Account -
Distributions”) on a Repayment Date, then the applicable period is six months,
not three months; and


 


(b)                                  on a Calculation Date occurring after the Maturity Date of the
Recourse Facility, the Debt Service Reserve Threshold Amount.


 


Debt Service Reserve Threshold Amount means,
on a Calculation Date, the amount of Debt Service Obligations in respect of the
Calculation Period commencing on that Calculation Date.


 


129

















 


Deed of Assignment means the documents
set out in schedule 9.


 


Deed of Confirmation means each deed
entered into or to be entered into in accordance with Article XV, paragraph I
of the Operating Agreement.


 


Deeds of Security mean:


 


(a)                                   the deed entitled “TOGA/TCSG Deed of Security” dated on or about the
date of this agreement between the Company, Tipperary CSG and the Security
Trustee;


 


(b)                                  the deed entitled “TC Deed of Security” dated on or about the date
of this agreement between Tipperary and the Security Trustee;


 


(c)                                   the deed entitled “Shareholder Deed of Security” dated on or about
the date of this agreement between Slough USA, TOGC and the Security Trustee.


 


Default Rate means:


 


(a)                                   where the overdue amount relates to a particular Facility, the
Interest Rate for that Facility plus 2% per annum; and


 


(b)                                  in any other case, the Interest Rate for the Limited Recourse
Facility plus 2% per annum.


 


For the
purpose of this definition, the Interest Rate is calculated as if the overdue
amount is a Drawing with Interest Periods of 90 days (or another period chosen
from time to time by the Agent) with the first Interest Period starting on and
including the due date.


 


Default Ratios means:


 


(a)                                   for the Debt Service Cover Ratio - 1.10:1;


 


(b)                                  for the Project Life Cover Ratio - 1.45:1;


 


(c)                                   for the Loan Life Cover Ratio - 1.30:1.


 


Derivative Transaction  means any swap, forward agreement,
option or other transaction the value of which depends on, or is derived from,
the value of assets, liabilities, indices, rates, commodities or other
variables, any combination of those transactions or any other similar
arrangements.


 


Details means the
section of this agreement headed “Details”.


 


Directive means:


 


(a)                                   a law; or


 


(b)                                  a treaty, an official directive, request, guideline or policy
(whether or not having the force of law) with which responsible financiers
comply in carrying on their business.


 


Drawdown Date means
the date on which a drawdown is or is to be made.


 


130

















 


Drawdown Notice
means a completed notice containing the information and representations and
warranties set out in schedule 2 (“Drawdown Notice (clause 3)”).


 


Drawing means the
outstanding principal amount of a drawdown made under a Facility (as may be
revised from time to time in accordance with clause 2 (“Facility Limit -
Limited Recourse Facility”) and clause 4 (“Switching”).


 


Drawn  Commitment
means, for a Financier, that Financier’s Proportion of the total of Drawings
for that Facility.


 


Drilling Contract means the agreement
dated 15 April 2003 between the Operator and Mitchell Drilling Contractors Pty
Ltd.


 


Encumbrance means
any:


 


(a)                                   security for the payment of money or performance of obligations,
including a mortgage, charge, lien, pledge, trust, power or title retention or
flawed deposit arrangement; or


 


(b)                                  right, interest or arrangement which has the effect of giving
another person a preference, priority or advantage over creditors including any
right of set-off; or


 


(c)                                   right that a person (other than the owner) has to remove something
from land (known as a profit à prendre), easement, public right of way,
restrictive or positive covenant, lease, or licence to use or occupy; or


 


(d)                                  third party right or interest or any right arising as a consequence
of the enforcement of a judgment,


 


or any
agreement to create any of them or allow them to exist.


 


Enforcement Date
means the day by which the Agent determines that a Majority of Financiers have
instructed it to give a notice under clause 21.2 (“Consequences of default”).


 


Environment means all aspects of the
surroundings of human beings including:


 


(a)                                   the physical characteristics of those surroundings such as the land,
the waters and the atmosphere; and


 


(b)                                  the biological characteristics of those surroundings such as the
animals, plants and other forms of life; and


 


(c)                                   the aesthetic characteristics of those surroundings such as their
appearance, sounds, smells, tastes and textures.


 


Environmental Approval means any Authorisation of any kind relating to the Environment
required by any Governmental Agency or under any Environmental Law.


 


Environmental Law means
a law relating to the Environment, including a law relating to water; water
catchment; pollution of air, soil, ground water or water; noise; soil
chemicals; pesticides; hazardous substances; Contaminants; the ozone


 


131

















 


layer; waste;
dangerous goods; public health; occupational health and safety; environmental
hazards; any aspect of protection of the Environment, or the enforcement or
administration of any such law (whether that law arises under statute or common
law or pursuant to any permit, licence, approval, notice, decree, order or
directive of any Governmental Agency or otherwise).


 


Environmental Liability means any of the following liabilities which arise, directly or
indirectly, from or in relation to the Project:


 


(a)                                   all costs and expenses associated with complying with the
requirements of any Governmental Agency under an Environmental Law or in
connection with an Environmental Approval; and


 


(b)                                  any compensation or other moneys that a Governmental Agency requires
to be paid to any person under an Environmental Law or an Environmental
Approval; and


 


(c)                                   any fines or penalties incurred under an Environmental Law or
Environmental Approval; and


 


(d)                                  all costs and expenses incurred in complying with or avoiding a
contravention of an Environmental Law or Environmental Approval; and


 


(e)                                   all losses, costs and expenses (including all legal and consultancy
costs) which are incurred as a result of any contravention or alleged
contravention of an Environmental Law or Environmental Approval; and


 


(f)                                     all other claims, demands, suits, proceedings, causes of action,
losses (including consequential losses) damages, costs and expenses arising
under an Environmental Law or Environmental Approval and legal or consulting
fees and interest.


 


Event of Default
means an event so described in clause 21 (“Default”).


 


Excess Capital Expenditure means, for
a Major Expenditure Year, any Project Costs and Operating Costs identified at
any time in the two year period prior to the commencement of that Major Capital
Expenditure Year which are in addition to those Project Costs and Operating
Costs which comprise the Required Capital Retention for that Major Capital
Expenditure Year.


 


Exhaustion Date means the date
determined by the Agent (after consultation with the Technical Bank and the
Independent Technical Expert) upon which Allowable Reserves will first become
zero.


 


Facility means each
or both of the facilities made available under this agreement, as the context
requires.


 


Facility Limit has, for a Facility,
the meaning it has in the Details.


 


Finance Debt means any actual or contingent liability in
connection with any financial accommodation. 
It includes any actual or contingent liability in connection with any:


 


(a)                                   negotiable or financial instrument;


 


132

















 


(b)                                  instrument which is a “debt interest” under the Income Tax
Assessment Act 1997 (Cwlth);


 


(c)                                   Guarantee Instrument;


 


(d)                                  Derivative Transaction;


 


(e)                                   redeemable share;


 


(f)                                     receivables sold or discounted;


 


(g)                                  hire purchase, finance lease, capital
lease or Lease which has the same economic effect as a finance lease or capital
lease;


 


(h)                                  deferred purchase price (for more than 90 days) for an asset or
service; or


 


(i)                                      other transaction which has the commercial effect of providing
financial accommodation.


 


It also includes an obligation to deliver property or
provide services paid for in advance by a financier or which is connected with
a financing transaction.


 


Finance Documents means:


 


(a)                                   this agreement;


 


(b)                                  any Drawdown Notice;


 


(c)                                   any Substitution Agreement;


 


(d)                                  the Security Trust Deed;


 


(e)                                   the Security;


 


(f)                                     the Slough Indemnity;


 


(g)                                  the Subordination Deed;


 


(h)                                  the Working Capital Facility Agreement and each Transaction Document
as defined therein;


 


(i)                                      each deed with a counterparty entered into as contemplated by
paragraphs (c)(i) and (c)(ii) of the definition of Accepted Gas Sale Agreement;


 


(j)                                      each consent deed, notice of charge, notice of assignment or similar
document entered into between an Obligor, the Security Trustee and a
counterparty to a Project Document;


 


(k)                                   each Hedge Agreement;


 


(l)                                      the JLA Fee Letter and each other letter referred to in the “Fees”
section of the Details;


 


133

















 


(m)                                any other document the Agent agrees with the Company is a Finance
Document;


 


(n)                                  each document provided or entered into under or which amends,
replaces, supplements or novates any of them; and


 


(o)                                  each document, other than a Project Document, connected with any of them.


 


Finance Party means each of the Security Trustee, the Agent, the Technical Bank,
each Financier, each Hedge Provider and the Working Capital Provider.


 


Financial Close means the date on which the Agent gives notice under
clause 3.4(c) (“Conditions to first drawdown”).


 


Financial Indebtedness means:


 


(a)                                   moneys borrowed;


 


(b)                                  any acceptance credit;


 


(c)                                   any bond, note, debenture, loan stock, or other
similar instrument;


 


(d)                                  any finance or capital lease;


 


(e)                                   receivables sold or discounted (otherwise than
on a non recourse basis);


 


(f)                                     the acquisition cost of any asset to the extent
payable after its acquisition or possession by the party liable where the
deferred payment is arranged primarily as a method of raising finance or
financing the acquisition of that asset;


 


(g)                                  any derivative transaction protecting against
or benefiting from fluctuations in any rate or price (and except for
non-payment of an amount, the then mark to market value of the derivative
transaction will be used to calculate its amount);


 


(h)                                  any other transaction (including forward sale
or purchase agreement or sale and leaseback arrangement) which has the
commercial effect of a borrowing;


 


(i)                                      any counter-indemnity obligation in respect of
any guarantee, indemnity, bond, letter of credit or any other instrument issued
by a bank or financial institution; or


 


(j)                                      any guarantee, indemnity or similar assurance
against financial loss of any person in respect of any item referred to in
paragraphs (a) to (i).


 


Financial Ratios means the Debt
Service Cover Ratio, the Project Life Cover Ratio and the Loan Life Cover
Ratio.


 


Financial Statements means:


 


(a)                                   a profit and loss statement (a statement of financial performance);
and


 


134

















 


(b)                                  a balance sheet (a statement of financial position); and


 


(c)                                   a statement of cash flows,


 


together with any notes to those documents and a
directors’ declaration (to the extent relevant in each case) as required under
the applicable legislation in the jurisdiction of incorporation of the company
preparing the Financial Statements and any other information necessary to give
a true and fair view.


 


Financier means
each person so described in the Details (including, if applicable, the Agent in
its role as a Financier) and any person who is named as a “Substitute
Financier” under a Substitution Agreement.


 


Financing Costs means:


 


(a)                                   interest;


 


(b)                                  commitment and other fees payable
under clause 11;


 


(c)                                   amounts payable by the Company under
clause 13;


 


(d)                                  net payments under Interest
Transactions; and


 


(e)                                   fees and expenses and other amounts
payable in respect of the Facilities under clause 22.


 


First Recalculation Date means the
date the first recalculation of the Facility Limit for the Limited Recourse
Facility becomes effective under clause 2.7 (“When change in Facility Limits
becomes effective”).


 


First Repayment Date means 14 August
2007 or such earlier 14 February or 14 August as may be requested by the
Company prior to the First Recalculation Date and agreed by the Agent.


 


FitchIBCA means Fitch, Inc.


 


Fixed Repayment Schedule means the
schedule contained in the page of the Base Case Financial Model headed “Fixed
Repayment Schedule”, as revised or recalculated:


 


(a)                                   under clauses 2.5 (“Notice of change in Facility Limits”)
and 2.6 (“When change in Facility Limits becomes effective”); and


 


(b)                                  in accordance with clause 15 (“Base Case Financial Model”).


 


FX Hedging Policy means the foreign
exchange hedging policy set out in part 2 of schedule 11.


 


FX Transactions means Transactions
that hedge the Company against changes in exchange rates.


 


Gas Balancing Agreement means Exhibit E of the Operating Agreement.


 


135

















 


Gas Sale Agreement means:


 


(a)                                   the agreement to be entered into between the Company and Origin
Energy Retail Limited in accordance with the Term Sheet dated 12 December 2002;


 


(b)                                  the agreement dated 28 September 2003 between the Company and
Queensland Fertiliser Assets Limited;


 


(c)                                   the agreement dated 23 June 2000 between the Company and Energex
Retail Pty Ltd;


 


(d)                                  each other contract, agreement or arrangement for the sale or
disposal by an Obligor of gas produced by the Project; and


 


(e)                                   each Accepted Gas Sale Agreement.


 


Good Operating Practice means the
exercise of that degree of skill, prudence and operating practice which would
reasonably and ordinarily be expected from a skilled and experienced owner and
operator engaged in the same business as the Company in Australia under the
same or similar circumstances.


 


Governmental Agency means any central
bank or any government or any governmental, semi-governmental, fiscal,
monetary, supervisory, judicial or other governmental department, board,
bureau, instrumentality, entity or governmental authority.


 


Group means the Recourse Guarantor and
its Subsidiaries.


 


GSA Completion means, with respect to
an Accepted Gas Sale Agreement, the date upon which the Agent provides the
Company with a notice confirming that it is satisfied that all of the
conditions set out in Schedule 10 (“GSA Completion”) are satisfied with respect
to that Accepted Gas Sale Agreement.


 


GST Act means the A New Tax System
(Goods and Services Tax) Act 1999 (Cwlth).


 


Guarantee means the
guarantees and indemnities in clause 24 (“Guarantee and indemnity”) (including
both the LR Guarantee and the Recourse Guarantee).


 


Guarantee Instrument means any
guarantee, indemnity, letter of credit, legally binding letter of comfort, or
any other obligation or offer under which the obligor or offeror is or may be
responsible for any other person’s solvency, financial condition, liabilities
or obligations or is or may be required to provide funds (including by
subscription) or to purchase any asset, obligation or liability of any other
person.  It includes any obligation to
indemnify in connection with any of these things.


 


Guarantor means the LR Guarantor and the Recourse
Guarantor.


 


Hedge Agreement means any agreement or arrangement entered
into by the Company with a Hedge Provider, substantially in the form as is
reasonably approved by the Agent (including confirmations).


 


Hedge Providers means


 


(a)                                   each person named as a Hedge Provider in the Details; and


 


136

















 


(b)                                  any other Financier or Related Entity of a Financier who is a party
to a Hedge Agreement with the Company and with whom the Company hedges its
interest rate and currency exposure relating to the Facilities, Project Costs,
Revenue, Corporate Costs and Operating Costs.


 


Independent Reserves Engineer means Netherland
Sewell & Associates, Inc. or any replacement independent reserves engineer
selected by the Agent.


 


Independent Technical Expert means
each of the AGT&E Consultant, the Independent Reserves Engineer and such
other technical and other consultants as may be engaged from time to time by
the Agent (after consultation with the Company where the Agent considers it
appropriate so to do) in connection with the Facilities or the Project.


 


Information Memorandum means the memorandum dated 7 October 2003 entitled “Financing
Memorandum - Comet Ridge A$137 million Project”.


 


A person is Insolvent
if:


 


(a)                                   it is (or states that it is) an insolvent under administration or
insolvent (each as defined in the Corporations Act); or


 


(b)                                  it has a Controller appointed, is in liquidation, in provisional
liquidation, under administration or wound up or has had a Receiver appointed
to any part of its property; or


 


(c)                                   it is subject to any arrangement, assignment, moratorium or
composition, protected from creditors under any statute or dissolved (in each
case, other than to carry out a reconstruction or amalgamation while solvent on
terms approved by the Agent); or


 


(d)                                  an application or order has been made (and, in the case of an
application, it is not stayed, withdrawn or dismissed within 30 days),
resolution passed, proposal put forward, or any other action taken, in each
case in connection with that person, which is preparatory to or could result in
any of (a), (b) or (c) above; or


 


(e)                                   it is taken (under section 459(F)(1) of the Corporations Act) to
have failed to comply with a statutory demand; or


 


(f)                                     it is the subject of an event described in section 459(C)(2)(b) or
section 585 of the Corporations Act (or it makes a statement from which the
Agent reasonably deduces it is so subject); or


 


(g)                                  it is otherwise unable to pay its debts when they fall due or in the
case of any entity registered under the Companies Act, that company is unable
to pay its debts within section 123 of the Insolvency Act 1986 (UK); or


 


(h)                                    it suffers the entry against it of a judgment, decree or order for
proceeding commenced under any applicable bankruptcy, insolvency or other
similar law of any jurisdiction now or hereafter in effect, including the
federal Bankruptcy Code of the United States of America, or has any such
proceeding commenced against it which is not dismissed within a period of 30
days; or


 


137

















 


(i)                                      it commences a voluntary case under any applicable bankruptcy,
insolvency or similar law, including the federal Bankruptcy Code of the United
States of America, or applies for or consents to the entry of an order for
relief in an involuntary case under any such law;


 


(j)                                      it makes a general assignment for the benefit of creditors or fails
generally to pay (or admits in writing its inability to pay) its debts as such
debts become due or takes corporate or other action to authorise any of the
foregoing; or


 


(k)                                   something having a substantially similar effect to (a) to (j)
happens in connection with that person under the law of any jurisdiction.


 


Insurance Account means the account
established and maintained by the Company in accordance with clause 16.1(a)(iv)
(“Establishment and operation of Project Accounts”).


 


Insurance Policy means each policy of
insurance effected and maintained in accordance with clause 19.1 (“General
obligation”).


 


Insurance Proceeds means the proceeds
received under any Insurance Policy.


 


Instalment Amount means on each Repayment Date, the lesser of:


 


(a)                                    CADS (after deduction of that part of Debt Service
Obligations as comprises Financing Costs) for the preceding Calculation Period;
and


 


(b)           the
greater of:


 


(i)                                      without limiting paragraph (ii), the amount required so
that all Financial Ratios as at the most recent Calculation Date are equal to
or higher than their corresponding Lock-Up Ratios; and


 


(ii)                                   if a Price Adjustment has occurred, the amount required so
that the Loan Life Cover Ratio as at the most recent Calculation Date is equal
to or higher than the lesser of:


 


(A)         1.70:1;
and


 


(B)           the ratio that the Loan Life Cover Ratio would have been as
at that Calculation Date but for the Price Adjustment occurring; and


 


(iii)                                the Instalment Amount set out next to that Repayment Date
in the Fixed Repayment Schedule less any Overpayment Amount for the immediately
preceding Repayment Date.


 


Paragraph (ii) ceases to apply with respect to a
Price Adjustment as and from the first Calculation Date as at which the Loan
Life Cover Ratio is equal to or higher than the lesser of:


 


(aa)         1.70:1;
and


 


(bb)                             the ratio that the Loan Life Cover Ratio would have been as
at that Calculation Date but for the Price Adjustment occurring.


 


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Intellectual Property means any
registered and unregistered name, trade mark, trade secret, know-how, patent,
patent application, discovery, invention, design, copyright, circuit layouts,
plant breeding rights or any similar or analogous right.


 


Interest Payment Date means the last day of an Interest Period.


 


Interest Period
means each period selected in accordance with clause 5.2 (“Notification of
Interest Period”).


 


Interest Period Selection Notice means
a notice containing the information and representations and warranties set out
in schedule 4 (“Interest Period Selection Notice”) (completed in accordance
with the instructions in that schedule).


 


Interest Rate
means, for a Facility, the interest rate for that Facility set out in the
Details.


 


Interest Rate Hedging Policy means the
interest rate hedging policy set out in part 3 of schedule 11.


 


Interest Transactions means
Transactions that are interest rate swaps or other hedges against changes in
interest rates.


 


Issuer has the meaning in any
Security.


 


JLAs and Joint Lead Arrangers means BOS International (Australia) Limited
and ANZ Investment Bank.


 


JLA Fee Letter means the letter named
“Comet Ridge Project Financing - Revised Mandate Letter” dated 11 December 2003
between the Company, the JLAs and National Australia Bank Limited, as
supplemented by a letter dated 30 March 2004 between the Company and the JLAs,
and as further amended by a letter between the Company and the JLAs dated on or
about the date of this agreement.


 


Joint Account has the meaning in the
Operating Agreement.


 


Joint Property has the meaning in the
Operating Agreement.


 


Junior Creditor means the Company, TOGC, Tipperary, Tipperary CSG,
Tipperary Pastoral and each other intra-group provider of debt to the Company,
Tipperary CSG or Tipperary Pastoral.


 


Land Mortgage means the mortgage of the Shelton land granted
by Tipperary Pastoral in favour of the Security Trustee under clause 18.9(n).


 


Lease means any
lease, licence, charter, hire purchase, franchise or any other agreement or
arrangement under which any property (including Intellectual Property) is or may
be used, operated or managed by a person other than the owner.


 


Liability
Insurance Policy  means any policy of Insurance
in respect of public liability, directors’ and officers’  liability, motor vehicle, personal injury or workers’ compensation.


 


139

















 


Limited Recourse Facility means the cash advance facility described
as the Limited Recourse Facility in the Details.


 


Loan Life Cover Ratio or LLCR
means, subject to clause 15.3, in respect of a Calculation Date, the ratio of:


 


(a)                                   the aggregate of the balance standing to the credit of the Debt
Service Reserve Account on that Calculation Date and the present value of
future Cash Available for Debt Service for the period from the Calculation Date
to the Calculation End Date, discounted semi-annually on a continuous basis at
the Interest Rate (determined on the basis of an Interest Period of 180 days)
applicable to the Limited Recourse Facility (taking into account the effect of
any interest rate hedging),


 


to:


 


(b)                                  the Facility Limit of the Limited Recourse Facility on that
Calculation Date (whether drawn or not).


 


Lock Up Ratios means:


 


(a)                                   for the Debt Service Cover Ratio - 1.30:1;


 


(b)                                  for the Project Life Cover Ratio - 1.80:1; and


 


(c)                                   for the Loan Life Cover Ratio - 1.50:1.


 


LR Guarantee means the “LR Guarantee” and indemnity in
clause 24 (“Guarantee and Indemnity”).


 


LR Guaranteed Money
means, at any time, all amounts then due for payment or which will or may
become due for payment or which remain unpaid by the Company to:


 


(a)                                   the Security Trustee (for its own account or for the account of a
Finance Party); or


 


(b)                                  the Agent (for its own account or for the account of a Financier);
or


 


(c)                                   the Technical Bank; or


 


(d)                                  a Financier; or


 


(e)                                   the Working Capital Provider; or


 


(f)                                     a Hedge Provider,


 


in connection with the Finance Documents (including
transactions in connection with them).


 


Without limiting this definition, it includes amounts
then due for payment or which will or may become due for payment or which
remain unpaid to the Finance Party in its capacity as an assignee because it
has taken an assignment of a Finance Document, and whether or not:


 


140

















 


(g)                                  the Guarantor (or any other Project Party) was aware of the
assignment or consented to it; or


 


(h)                                  the assigned obligation was secured before the assignment; or


 


(i)                                      the assignment takes place before, at the same time as or after the
Finance Document is executed.


 


References in this definition to a Financier are to it in all of its
present and future capacities.


 


LR Guarantor means
each person so described in the Details and, if there are more than one, the LR
Guarantor means each of them individually and every two or more of them
jointly.  In the description of LR
Guaranteed Money it also refers to the LR Guarantor so defined, whether the LR
Guarantor is liable alone or together with another person, and whether as
principal or as surety.


 


Major Expenditure Year means a
financial year in which there is a Required Capital Retention, not being a
financial year ending prior to the Maturity Date of the Recourse Facility.


 


Majority of Financiers means Financiers the total of whose Commitments is not less than 662/3%
of the total of all Financiers’ Commitments.


 


Material Adverse Effect means a material and adverse effect on:


 


(a)                                   a Project Party’s ability to comply with its obligations under any
Transaction Document; or


 


(b)                                  the value of the property secured by a Security; or


 


(c)                                   the rights of a Finance Party under a Finance Document; or


 


(d)                                  the enforceability of a Transaction Document; or


 


(e)                                   the business, assets (in the case of Tipperary, Project Assets
only), operations, financial condition or projected cashflows of an Obligor,
Tipperary Pastoral or the Project; or


 


(f)                                     prior to the Recourse Guarantor Release Date, the business, assets,
operations or financial condition of the Recourse Guarantor.


 


Material Project Document means:


 


(a)                                   the Operating Agreement;


 


(b)                                  the Project Support Deed;


 


(c)                                   each Deed of Confirmation;


 


(d)                                  each Gas Sale Agreement;


 


(e)                                   each material document connected with the Project determined by the
Agent; and


 


141

















 


(f)                                     each document provided or entered into under or which amends,
replaces, supplements or novates any of them.


 


Maturity Date
means, for a Facility, the maturity date set out in the Details for that
Facility, but if that is not a Business Day, then the preceding Business Day.


 


Measurement Period means a period of 12 months ending on the last day of a financial
year or financial half-year of the Recourse Guarantor.


 


Moody’s means Moody’s Investors Services Inc.


 


Mortgaged Document has the meaning in any Security.


 


Mortgaged Property has the meaning in any Security.


 


New Rights has the meaning in any
Security.


 


Obligor means each
person described as “Obligor” in the Details, and if there are more than one of
them, the Obligor means each of them individually and every two or more of them
jointly.


 


Operating Agreement means:


 


(a)                                   the agreement entitled “Operating Agreement” dated 15 May 1992, or a
replacement thereof approved by the Agent (“1992
Operating Agreement”);


 


(b)                                  the agreement entitled “Operating Agreement” dated 17 December 2002
in respect of ATP 653P, or a replacement thereof approved by the Agent;


 


(c)                                   the Operating Agreement to be entered into in respect of ATP745P, or
a replacement thereof approved by the Agent; and


 


(d)                                  any other operating agreement or joint venture agreement relating to
a Project Licence approved by the Agent.


 


Operating Account means the accounts
maintained by the Company in accordance with clause 16.1(b) (“Establishment and
operation of Project Accounts”).


 


Operating Costs means, subject to
clause 15.1 and 15.3, any costs and expenses incurred and paid by the Company
(in its capacity as Operator for and on behalf of the Parties) and the Obligors
(in their capacity as Parties) in the ordinary course of business in connection
with the day-to-day activities of the Project, including:


 


(a)                                   expenses incurred in connection with operations on the Project
Production Leases under an Operating Agreement to produce and sell gas, to the
extent the same is not a Project Cost or other capital expenditure;


 


(b)                                  provisions for abandonment;


 


(c)                                   moneys paid under Hedge Agreements;


 


142

















 


(d)                                  insurance premiums and deductibles under the Insurance Policies;


 


(e)                                   costs and fees of engineers, consultants and other advisers,
including legal and financial advisors, to the extent not capitalised;


 


(f)                                     royalties payable under applicable law to the State of Queensland or
under and in accordance with the Royalty Agreements;


 


(g)                                  payments to suppliers of goods and services to the Operator to the
extent not capitalised;


 


(h)                                  payments under leases referred to in paragraphs (d) and (e) of the
definition of Permitted Finance Debt;


 


(i)                                      any other operating costs and expenses, including general and
administrative expenses (including salaries, consulting fees, office costs and
reimbursable charges payable to Tipperary) in connection with the Project;


 


(j)                                      other payments due by the Company to any Related Entity in
connection with the Project,


 


but excluding:


 


(k)                                   Project Costs and Corporate Costs;


 


(l)                                      Financing Costs or other debt service costs or payments in
connection with any Finance Debt of an Obligor;


 


(m)                                any expenditure in or towards replacing, restoring or reinstating
Project Assets to the extent the same is funded by Insurance Proceeds;


 


(n)                                  all exploration costs;


 


(o)                                  intra-group payments to an Obligor (other than the Company) or any
Related Entity to the extent that they exceed, subject to clause 39.8,
A$400,000 in aggregate in any Calculation Period;


 


(p)                                  Taxes;


 


(q)                                  any payments to third parties in respect of liabilities to them
covered under Liability Insurance Policies;


 


Operator has the meaning in the
Operating Agreement.


 


Original Financial Statements means
the Financial Statements of the Recourse Guarantor as at and for the period
ending on 31 December 2003.


 


Other Interest means:


 


(a)                                   Authority to Prospect 655P;


 


(b)                                  any other authority to prospect or petroleum lease or other lease or
licence issued under the Petroleum Act in respect of the area the subject of
that Authority to Prospect; and


 


143

















 


(c)                                   any lease or licence issued in renewal or replacement of any of them
or upon subdivision or variation of any of them.


 


Other Parties means the Parties other
than the Obligors and being, insofar as regards the 1992 Operating Agreement as
at the date of this agreement:


 


(a)                                   Origin Energy and Subsidiaries of Origin Energy;


 


(b)                                  Craig, Ltd;


 


(c)                                   the Estate of W D Kennedy;


 


(d)                                  Tri-Star Petroleum Company; and


 


(e)                                   Wilbanks Pecos Co. Prod. Co. Inc..


 


Overpayment Amount for a Repayment
Date means the amount (if any) by which the Instalment Amount for that
Repayment Date determined under a Base Case Financial Model updated under
clause 15.13 exceeds the Instalment Amount paid by the Company on that
Repayment Date following the application of clause 15.15 to that Repayment
Date.


 


Parties in respect of an Operating Agreement, has the meaning in that Operating Agreement.


 


Permitted Encumbrance means:


 


(a)                                   an Encumbrance created or existing with the consent of the Agent; or


 


(b)                                  an Encumbrance granted under a Finance Document; or


 


(c)                                   a lien arising by operation of law securing money owing in respect
of goods or services provided in the ordinary course of business where the
total amount secured under all such liens immediately after such a lien arises
is less than A$250,000 (or its equivalent) and the money owing is paid on time
or within any permitted payment terms; or


 


(d)                                  a right of title retention in connection with the acquisition of any
assets in the ordinary course of the ordinary business of the acquirer on
normal commercial terms where there is no default in connection with the
acquisition; or


 


(e)                                   a right of set-off arising in the ordinary course of business over
an amount not exceeding A$1,000,000 deposited with Australia & New Zealand
Banking Group Limited in connection with operating leases of vehicles; or


 


(f)                                     a security over cash in an amount not exceeding A$1,000,000
deposited to secure rehabilitation obligations on the Production Lease or the
Authority to Prospect; or


 


(g)                                  a lien arising under Article VII.B of the Operating Agreement in
favour of, or granted by, the Company.


 


144

















 


Permitted Finance Debt means:


 


(a)                                   performance bonds issued to secure obligations under the Production
Leases;


 


(b)                                  Finance Debt (including under the TOGA Subordinated Loan) owing to a
Junior Creditor in an aggregate amount of A$50,000,000 which is not repayable
until after the Maturity Date of the Limited Recourse Facility (except out of
moneys otherwise distributable to equity) and which is subordinated to the
obligations to the Finance Parties under the Subordination Deed;


 


(c)                                   trade credit incurred by the Operator in the ordinary course of
day-to-day trading where that trade credit is discharged within 60 days;


 


(d)                                  operating leases with an aggregate cost of equipment the subject of
them from time to time (in aggregate amongst all Obligors) not exceeding
A$2,000,000;


 


(e)                                   the Universal Compressor Lease; and


 


(f)                                     financial accommodation made available under the Finance Documents.


 


Petroleum Act means the Petroleum Act
1923 (Qld).


 


Potential  Event of
Default means an event which, with the giving of notice, lapse of
time or fulfilment of any condition, would become an Event of Default.


 


Price Adjustment means a review or
adjustment of any amount payable under a Gas Sale Agreement where the result of
that review or adjustment is that:


 


(a)                                   a decreased amount is receivable by the Obligors or an increased
amount is payable by the Obligors compared with the amounts receivable or
payable respectively prior to the review or adjustment; and


 


(b)                                  the amount receivable or payable is respectively less than or
greater than the corresponding amounts assumed in the Base Case Financial
Model, as in force immediately prior to the review or adjustment, for any
relevant period.


 


Price Event means the exercise by any
counterparty to a Gas Sale Agreement of a right or entitlement to have any
amount payable under that Gas Sale Agreement reviewed or adjusted where the
result of that review or adjustment may under the agreement result in a
decreased amount receivable by the Obligors or an increased amount payable by
the Obligors compared with the amounts receivable or payable respectively prior
to the review or adjustment.


 


Priority Debt means the total (without double counting) of:


 


(a)                                   Financial Indebtedness incurred by all Subsidiaries of the Recourse
Guarantor; and


 


(b)                                  Financial Indebtedness secured by any Encumbrance created or allowed
to exist by any member of the Group.


 


145

















 


For the avoidance of doubt, Priority Debt shall
include any Financial Indebtedness of a member of the Group incurred in
connection with any securitisation undertaken by any member of the Group.


 


Proceeds Account means the account
established and maintained by the Company in accordance with clause 16.1(a)(i)
(“Establishment and operation of Project Accounts”).


 


Process Agent means Allens Arthur
Robinson, Riverside Centre, 123 Eagle Street, Brisbane


 


Project means the Comet Ridge coal
seam gas project in the Bowen Basin, Queensland, conducted by the Parties under
the Operating Agreement.


 


Project Accounts means the Proceeds
Account, the Debt Service Reserve Account, the Capex Reserve Account, the
Operating Account and the Insurance Account.


 


Project Area means:


 


(a)                                   the Shelton Land;


 


(b)                                  the other areas where the Obligors are entitled to conduct
exploration, production and transport operations in accordance with the Project
Petroleum Interests; and


 


(c)                                   any freehold, leasehold and other land in respect of which an
Obligor or Tipperary Pastoral has:


 


(i)                                      an interest;


 


(ii)                                   an easement; or


 


(iii)                                a right of entry or access upon,


 


for the
purposes of the development and operation of the Project.


 


Project Assets means all the right,
title and interest both present and future of the Obligors in property which is
attributable to, arises from or is connected with the Project and includes all
the right, title and interest both present and future of the Company (including
in its capacity as Operator) and the Obligors (including in their capacity as
Parties) in, to, under or derived from:


 


(a)                                   the Project Production Leases, the Project ATPs and the Project
Pipeline Licence, including any right, title to or interest therein now or at a
later time held by the Operator; and


 


(b)                                  gas extracted from the Project Area; and


 


(c)                                   all pipelines, buildings, improvements, structures, systems,
fixtures, plant, machinery, tools and other personal property at any time
acquired, leased or held and used or intended for use in connection with or
incidental to the extraction and treating of gas, and all associated facilities
and infrastructure; and


 


146

















 


(d)                                  the Project Area, including any title to or interest in the land
included in the Project Area now or at a later time held by Tipperary Pastoral
or the Operator; and


 


(e)                                   the Project Documents; and


 


(f)                                     every contract for the use by any third party of any of the assets
and property included in the Project; and


 


(g)                                  Authorisations in relation to the Project; and


 


(h)                                  any other contract, agreement, permit, lease, licence, consent,
easement, right of way and other rights or interests in land, which relates to
the construction, operation or maintenance of the Project, or to the
extraction, transportation, treatment or marketing of gas; and


 


(i)                                      all exploration and production information, documents, maps,
reports, records, studies and other written data, including all data stored on
magnetic tapes, disks or diskettes or any other computer storage media,
relating to geological and geophysical work, feasibility studies and other
operations conducted with respect to the Project Area; and


 


(j)                                      all shares in the capital of Tipperary Pastoral.


 


Project ATP means:


 


(a)                                   ATP526P, ATP745P and ATP653P;


 


(b)                                  any authority to prospect issued under the Petroleum Act in respect
of all or any part of the Contract Area (as defined in an Operating Agreement);


 


(c)                                   any other authority to prospect issued under the Petroleum Act
agreed by the Agent and the Company; and


 


(d)                                  any authority to prospect issued in renewal or replacement of any of
them or upon subdivision or variation of any of them.


 


Project Costs means, subject to
clauses 15.1 and 15.3, any costs of the Company (in its capacity as Operator
for an on behalf of the Parties) and the Obligors (in their capacity as
Parties) to the extent that it represents:


 


(a)                                   the costs of
development and commissioning of the Project in anticipation of achieving one
or more GSA Completions; or


 


(b)                                  the capital costs of maintaining Gas
Sale Agreements; or


 


(c)                                   the costs of carrying out
exploration in order to comply with mandatory minimum work conditions imposed
under the Petroleum Act as a condition of any Production Lease or Authority to
Prospect,


 


including:


 


147

















 


(d)                                  progress payments to drilling and
piping contractors and consultants engaged by the Operator to develop the
Project including under Drilling Contracts;


 


(e)                                   payments to suppliers of goods or
services to the Project, to the extent capitalised;


 


(f)                                     costs and fees of engineers, consultants and other advisers,
including legal and financial advisors, to the extent capitalised,


 


but excluding Operating Costs and Financing Costs.


 


Project Document means:


 


(a)                                   the Operating Agreement;


 


(b)                                  the Deeds of Assignment;


 


(c)                                   the Project Support Deed;


 


(d)                                  each Deed of Confirmation;


 


(e)                                   each Gas Sale Agreement;


 


(f)                                     each Drilling Contract;


 


(g)                                  each Compensation Agreement;


 


(h)                                  the Royalty Agreements;


 


(i)                                      each document connected with the Project, unless the Agent
determines otherwise;


 


(j)                                      each document the Company and the Agent agree is a Project Document;
and


 


(k)                                   each document provided or entered into under or which amends,
replaces, supplements or novates, or is connected with, any of them.


 


Project Life Cover Ratio means,
subject to clause 15.3, in respect of a Calculation Date, the ratio of:


 


(a)                                   the aggregate of the balance standing to the credit of the Debt
Service Reserve Account on that Calculation Date and the present value of
future Cash Available for Debt Service for the period from the Calculation Date
to the Exhaustion Date, discounted on a continuous basis with semi-annual rests
by the Interest Rate (determined on the basis of an Interest Period of 180
days) applicable to the Limited Recourse Facility (taking into account the
effect of any interest rate hedging),


 


to:


 


(b)                                  the Facility Limit of the Limited Recourse Facility on that
Calculation Date (whether drawn or not).


 


148

















 


Project Party means each of the
Obligors, Tipperary Pastoral, the Recourse Guarantor and the Security
Providers.


 


Project Payout has the meaning in the
Operating Agreement.


 


Project Petroleum Interests means the
Project ATPs, the Project Production Leases and the Project Pipeline Licences.


 


Project Pipeline Licence means:


 


(a)                                   PPL 76;


 


(b)                                  PPL 92, once issued; and


 


(c)                                   each other pipeline licence issued to an Obligor under the Petroleum
Act in respect of the Project.


 


Project Production Lease means:


 


(a)                                   PLs 90, 91, 92, 99 and 100; and


 


(b)                                  any petroleum lease issued under the Petroleum Act in respect of a
Project ATP; and


 


(c)                                   any petroleum lease issued in renewal or replacement of any of them
or upon subdivision or variation of any of them.


 


Project Support Deed means the deed
entitled # dated # 2004 between TOGC and the Obligors.


 


Proportion means,
for a Financier, at any time the proportion which the total of its Commitments
bears to the total of the Facility Limits.


 


Proved Developed Producing Reserves
means the quantity of gas determined by the Agent (after consultation with the
Technical Bank and the Independent Reserves Engineer) as being the proved
developed producing reserves of the Project in accordance with the SPE
Definitions and the methodology of the Independent Reserves Engineer for coal
seam methane set out in its report to the Joint Lead Arrangers as at 15 October
2003, and dated 19 March 2004, taking into account any constraints or
limitations under the Operating Agreement on the Obligors implementing the
Agreed Development Plan under the Operating Agreement.


 


Proved Developed Non-Producing Reserves means the quantity of gas determined by the Agent (after
consultation with the Technical Bank and the Independent Reserves Engineer) as
being the proved developed non-producing reserves of the Project in accordance
with the SPE Definitions and the methodology of the Independent Reserves
Engineer for coal seam methane set out in its report to the Joint Lead Arrangers
as at 15 October 2003, and dated 19 March 2004, taking into account any
constraints or limitations under the Operating Agreement on the Obligors
implementing the Agreed Development Plan under the Operating Agreement.


 


Proved Reserves means the quantity of
gas determined by the Agent (after consultation with the Technical Bank and the
Independent Reserves Engineer) as


 


149

















 


being the
proved reserves of the Project in accordance with the SPE Definitions and the
methodology of the Independent Reserves Engineer for coal seam methane set out
in its report to the Joint Lead Arrangers as at 15 October 2003, and dated 19
March 2004, taking into account any constraints or limitations under the
Operating Agreement on the Obligors implementing the Agreed Development Plan
under the Operating Agreement.


 


Proved Undeveloped Reserves means the
quantity of gas determined by the Agent (after consultation with the Technical
Bank and the Independent Reserves Engineer) as being the proved undeveloped
reserves of the Project in accordance with the SPE Definitions and the
methodology of the Independent Reserves Engineer for coal seam methane set out
in its report to the Joint Lead Arrangers as at 15 October 2003, and dated 19
March 2004, taking into account any constraints or limitations under the
Operating Agreement on the Obligors implementing the Agreed Development Plan
under the Operating Agreement.


 


Quarter means each three calendar
month period, commencing at the beginning of each of January, April, July and
October.


 


Recalculation Condition means:


 


(a)                                   a
Gas Sale Agreement:


 


(i)            has
been entered into; and


 


(ii)           has
become an Accepted Gas Sale Agreement; and


 


(b)           GSA Completion has occurred in
respect of it.


 


Receiver includes a
receiver or receiver and manager.


 


Recourse Facility means the cash
advance facility described as the Recourse Facility in the Details.


 


Recourse Guarantee means the “Recourse Guarantee” and indemnity
in clause 24 (“Guarantee and Indemnity”).


 


Recourse Guaranteed Money means, at
any time, all amounts then due for payment or which will or may become due for
payment or which remain unpaid by the Company to:


 


(a)                                   the Security Trustee (for its own account or for the account of a
Finance Party); or


 


(b)                                  the Technical Bank; or


 


(c)                                   the Agent (for its own account or for the account of a Finance
Party); or


 


(d)                                  a Financier; or


 


(e)                                   the Working Capital Provider,


 


in connection with the Recourse Facility and the
Working Capital Facility, including:


 


•                                           transactions in connection with those facilities; and


 


150

















 


•                                           fees under clause 11.1 (“Commitment fee”) in respect of the Recourse
Facility; and


 


•                                           interest on Drawings under the Recourse Facility; and


 


•                                           any other amount (not being an amount due under clause 6
(“Amortisation of Limited Recourse Facility”) or clause 7 (“Repaying and
prepaying”)) (except insofar as clause 7.1 requires payment of the Drawings
under the Recourse Facility) or clause 16.5(d)(iii) (“Proceeds Account -
Withdrawals”)) payable under this agreement.


 


Without
limiting this definition, it includes amounts then due for payment or which
will or may become due for payment or which remain unpaid to the Finance Party
in its capacity as an assignee because it has taken an assignment of a Finance
Document, and whether or not:


 


(a)                                   the Recourse Guarantor (or any other Project Party) was aware of the
assignment or consented to it; or


 


(b)                                  the assigned obligation was secured before the assignment; or


 


(c)                                   the assignment takes place before, at the same time as or after the
Finance Document is executed.


 


References in this definition to a Financier are to it
in all of its present and future capacities.


 


Recourse Guarantor means each person
so described in the Details and, if there are more than one, the Recourse
Guarantor means each of them individually and every two or more of them
jointly.  In the description of Recourse
Guaranteed Money it also refers to the Recourse Guarantor as so defined,
whether the Recourse Guarantor is liable alone, or together with another
person, and whether as principal or surety.


 


Recourse Guarantor Release Date means
the earliest date as at which:


 


(a)                                   the Recourse Guaranteed Money has been fully and finally repaid (and
the Financiers and the Working Capital Provider have ceased to have any
commitments under the Recourse Facility and the Working Capital Facility); and


 


(b)                                  no transaction (including any payment) in connection with this
agreement, the Recourse Guaranteed Money is capable of being avoided, restored
or adjusted in a liquidation, compulsory or official management or similar
process or under any law relating to Insolvency; and


 


(c)                                   the Slough Indemnity has ended under clause 2.1 thereof.


 


Related Entity has
the meaning it has in the Corporations Act.


 


Relevant Country means
any country, or political sub-division of one or more countries, or any
federation or association of countries in which the Obligor is either
incorporated or is resident or domiciled for any tax purpose or in which the
Obligor carries on business or owns or leases property or from which, or
through which, any payment under a Finance Document is made.


 


151

















 


Repayment Date means:


 


(a)                                   the First Repayment Date; and


 


(b)                                  each date falling 45 days after each Calculation Date which falls
after the First Repayment Date; and


 


(c)                                   the Maturity Date of the Limited Recourse Facility.


 


Required Capital Retention means, for
a financial year, two thirds of the amount by which the anticipated total
Project Costs and Operating Costs payable for that year exceeds the anticipated
or actual total Project Costs and Operating Costs payable for the immediately
preceding financial year.  However, if
the Required Capital Retention for a financial year is less than A$5,000,000,
then it is taken to be zero for that year.


 


Reserve Tail means, as at a
Calculation Date, the proportion of Allowable Reserves (expressed as a
percentage, and as determined by the Agent after consultation with the
Technical Bank and the Independent Reserves Engineer) which are estimated to be
still recoverable from the Project after the Calculation End Date using the
production profile for all then existing Gas Sale Agreements.


 


Retiring Financier
means a Financier that proposes to effect a novation of some or all of its
obligations under the Finance Documents (see clause 34 “Substitution of
Financiers”).


 


Revenue means, in
respect of a period, subject to clauses 15.1, 15.3 and 39.7, the aggregate of
the following amounts actually received (or, where not actually received at the
date of any calculation (in the case of any current or future period),
projected or estimated as likely to be actually received) by the Company and
the other Obligors, in connection with the Project, during that period:


 


(a)                                   money received under a Project Document or otherwise from the sale
of gas, including joint interest billings and other amounts paid by the Other
Parties under an Operating Agreement;


 


(b)                                  interest credited to the Project Accounts (other than the Operating
Account) and earnings on Authorised Investments in respect of those accounts;


 


(c)                                   moneys credited to the Proceeds Account under clause 16.3(b)(ii)
(“Proceeds Account and Project Account - Deposits”);


 


(d)                                  moneys withdrawn from the Capex Reserve Account under clause
16.11(a) (“Capex Reserve Account - withdrawals”);


 


(e)                                   liquidated damages and other amounts received under any Project
Document;


 


(f)                                     the proceeds of business interruption, advance loss of profit and
similar Insurance Policies;


 


(g)                                  diesel fuel rebate and money received under the GST Act including by
way of payments on account of input tax credits and adjustments of the Parties
and of any GST joint venture or GST group of which an Obligor


 


152

















 


is a member
(expressions used in this paragraph and which are defined in the GST Act have
the same meaning as in the GST Act);


 


(h)                                  any other money received in connection with the Project (including
proceeds of the sale of assets, dividends received from Tipperary Pastoral and
money received under the Hedge Agreements) and for any purpose whatsoever,
which money is not subject to any escrow or like conditions,


 


but excluding:


 


(i)                                      the proceeds of any equity contribution or loan or other financial
accommodation provided to the Company or another Obligor by a Junior Creditor
or any other person;


 


(j)                                      moneys received under or in respect of any Interest Transaction;


 


(k)                                   Insurance Proceeds required to be deposited to the credit of the
Insurance Account or received under Liability Insurance Policies.


 


Review Date means the first Business
Day of each year, commencing with 2005.


 


Review Event has
the meaning given to it in clause 20 (“Review Event”).


 


Royalty Agreement means:


 


(a)                                   the Assignment, Bill of Sale and Conveyance and dated 1 January 1997
between TOGC and Amerind Oil Company; and


 


(b)                                  the Assignment, Bill of Sale and Conveyance and dated 1 January 1997
between TOGC and Nationsbank of Texas, NA, trustee for trusts #1190 and #1191.


 


S&P means Standard & Poors.


 


Secured Indebtedness means the total of Financial Indebtedness secured by any
Encumbrance created or allowed to exist by any member of the Group on any of
its assets.


 


Secured Property means the property mortgaged or charged by
the Security.


 


Security means each
security described as such in the Details and any other document or Encumbrance
collateral to any of them or which secures the Obligor’s obligations under a
Finance Document.


 


Security Beneficiaries has the meaning
in the Security Trust Deed.


 


Security Provider
means each person so described in the Details. 
If there are more than one, Security Provider means each of them
individually and every two or more of them jointly.


 


Security Trustee
means the person so described in the Details.


 


Security Trust Deed
means the security trust deed executed by the Security Trustee before this
agreement was signed and which relates to the Securities.


 


153

















 


Shares has the meaning in any
Security.


 


Shelton Land means:


 


(a)                                   Lot A on CP AB117, County of Aberdeen, Parish of Hallett, Title
Reference 17587157;


 


(b)                                  Lot 8 on CP AB200, County of Aberdeen, Parish of Stephenton, Title
Reference 17631057;


 


(c)                                   Lot 9 on CP AB202, County of Aberdeen, Parish of Stephenton, Title
Reference 17587150; and


 


(d)                                  Lot C on CP AB203, County of Aberdeen, Parish of Stephenton, Title
Reference 17587149.


 


Slough Indemnity means the deed poll
so named given by the Recourse Guarantor.


 


Slough Loan means the loans made to
the Company prior to Financial Close by Slough Trading Estate Limited under:


 


(a)                                   the Credit Facility Agreement dated 21 March 2003 between Slough
Trading Estate Limited, the Company and Tipperary, as amended by letters of
variation between those parties; and


 


(b)                                  the Credit Facility Agreement dated 8 August 2003 between Slough
Trading Estate Limited, the Company and Tipperary.


 


Slough USA means the person so
described in the Details.


 


Specified Interests means:


 


(a)                                   in respect of the Project (other than the ATP653P):


 


	
   

  	
   

  	
  Before
  Project Payout

  	
   

  	
  After
  Project

  Payout

  	
   

  
	
   

  	
   

  	
  Of capital
  costs

  and compression

  expenses

  	
   

  	
  Of
  revenues (pre-

  royalty) and other

  operating expenses

  	
   

  	
  Of
  revenues (pre-

  royalty) and all

  costs

  	
   

  
	
  Company

  	
   

  	
  65.0

  	
  %

  	
  61.90625

  	
  %

  	
  55.1

  	
  %

  
	
  Tipperary CSG

  	
   

  	
  5.0

  	
  %

  	
  4.6875

  	
  %

  	
  4.0

  	
  %

  
	
  Tipperary

  	
   

  	
  3.0

  	
  %

  	
  2.9296875

  	
  %

  	
  2.775

  	
  %

  



 


(b)                                in respect of ATP653P:


 


154

















 


	
   

  	
   

  	
  Before
  Project Payout

  	
   

  	
  After
  Project

  Payout

  	
   

  
	
   

  	
   

  	
  Of capital
  costs

  and compression

  expenses

  	
   

  	
  Of revenues
  (pre-

  royalty) and other

  operating expenses

  	
   

  	
  Of
  revenues (pre-

  royalty) and all

  costs

  	
   

  
	
  Company

  	
   

  	
  65.07008048

  	
  %

  	
  61.97147498

  	
  %

  	
  55.15515516

  	
  %

  
	
  Tipperary CSG

  	
   

  	
  5.00539081

  	
  %

  	
  4.69243879

  	
  %

  	
  4.004004

  	
  %

  
	
  Tipperary

  	
   

  	
  3.00323448

  	
  %

  	
  2.93277424

  	
  %

  	
  2.77777778

  	
  %

  



 


SPE Definitions means the 1997
Definitions for Oil and Gas Reserves adopted by the Society of Petroleum
Engineers and the World Petroleum Congress.


 


Subordination Deed means the deed so
entitled dated on or about the date of this deed between the Company, the
Security Trustee and the Junior Creditors.


 


Subsidiary of an
entity (other than the Recourse Guarantor) means another entity which is a
subsidiary of the first within the meaning of part 1.2 division 6 of the
Corporations Act or is a subsidiary of or otherwise controlled by the first
within the meaning of any approved accounting standard and, in relation to the
Recourse Guarantor means an entity which is a subsidiary of the Recourse
Guarantor within the meaning of section 736 of the Companies Act or is a subsidiary
of or otherwise controlled by the first within the meaning of any approved
accounting standard.


 


Substitute Financier means a person who is to assume some or all of the obligations of a
Retiring Financier under the Finance Documents (see clause 34
(“Substitution of Financiers”)).


 


Substitution Agreement means an agreement substantially in the form of schedule 8 (“Form
of Substitution Agreement (clause 34)”), completed as stated in that schedule
and executed by each person expressed to be a party to it, or another document
approved by the Agent for the purpose of clause 34 (“Substitution of
Financiers”).


 


Switch means recharacterising all or
part of:


 


(a)                                   a Drawing under the Recourse Facility as a Drawing under the Limited
Recourse Facility; or


 


(b)                                  a Drawing under the Limited Recourse Facility as a Drawing under the
Recourse Facility,


 


as the context
requires.


 


Switch Certificate means a completed
notice containing the information set out in schedule 6 (“Switch Certificate”).


 


Switch Notice means a completed notice
containing the information set out in schedule 5 (“Switch Notice”).


 


Taxes means taxes,
rates, levies, imposts, charges and duties (including stamp and transaction
duties) imposed by any authority together with any related


 


155

















 


interest,
penalties, fines and expenses in connection with them except if imposed on, or
calculated having regard to, the net income of the Security Trustee, the Agent
or relevant Financier.


 


Technical Bank means the party so
described in the Details.


 


Tipperary means the person so
described in the Details.


 


Tipperary CSG means the person so
described in the Details.


 


Tipperary CSG Assignment means the
Agreement and Assignment, Conveyance and Bill of Sale executed 29 April 2004
and effective 1 April 2004 between TOGC and Tipperary CSG.


 


Tipperary Pastoral means the person so
described in the Details.


 


TOGA Subordinated Loan means the loans
to fund Corporate Costs to be made by a Junior Creditor to the Company under
the agreement so entitled to be entered into between the Company and that
Junior Creditor in form and substance approved by the Agent.


 


Total Amount Owing
means, at any time:


 


(a)                                   the total of all Amounts Owing, plus


 


(b)                                  all amounts which are then due for payment, or which will or may
become due for payment, to the Agent for its own account, plus


 


(c)                                   all amounts which are then due for payment, or which will or may
become due for payment, to the Security Trustee for its own account, plus


 


(d)                                  all amounts which are then due for payment, or which will or may
become due for payment, to the Technical Bank for its own account,


 


in connection with any Finance Document (including
transactions in connection with them).


 


Transactions has the meaning in an ISDA Master Agreement.


 


Transaction Documents means the documents described as such in the Details.


 


Tri-Star Litigation means the
proceedings in Tipperary Corporation & Anor. v. Tri-Star petroleum Company
and Ors., Cause CV42, 265 in the District Court of Midland County, Texas, and
any interlocutory proceedings or appeals (including further appeals) in respect
of those proceedings.


 


Undrawn Facility Limit means, for a
Facility, the Facility Limit less the total of the Drawings for that Facility.


 


Universal Compressor Lease means:


 


(a)                                   the lease to be entered into between the Company and Universal
Compression (Australia) Pty Ltd on terms approved by the Agent, and each
schedule of equipment thereunder approved by the Agent; or


 


156

















 


(b)                                  any replacement thereof approved by the Agent.


 


US Security means:


 


(a)                                   the agreement entitled “Security Agreement” dated on or about the
date of this agreement by the Company and Tipperary CSG in favour of the
Security Trustee;


 


(b)                                  the agreement entitled “Security Agreement” dated on or about the
date of this agreement by TOGC and Tipperary in favour of the Security Trustee;


 


(c)                                   the agreement entitled “Stock Pledge Agreement” dated on or about
the date of this agreement by the Company, Slough USA and TOGC in favour of the
Security Trustee; and


 


(d)                                  the agreement entitled “Guaranty” dated on or about the date of this
agreement by Slough USA, Tipperary, TOGC and Tipperary CSG in favour of the
Security Trustee and each Security Beneficiary (as therein defined).


 


Warranty Notice means a notice by the
Company to the Agent nominating a date for the purposes of the preamble to
clauses 17.2 and 17.5.


 


Wholly Owned Subsidiary of an entity means another entity
which is:


 


(a)                                   a wholly owned subsidiary of the first within the meaning of that
term in section 9 of the Corporations Act; or


 


(b)                                  a wholly owned subsidiary of another entity within the meaning of
that term in section 9 of the Corporations Act, which entity
itself is a wholly owned subsidiary of the first mentioned entity by virtue of
another application or applications of this definition.


 


Working Capital Facility means the
revolving cash advance and bank guarantee facility of A$5,000,000 made
available to the Company by the Working Capital Provider under the Working
Capital Facility Agreement.


 


Working Capital Facility Agreement means
the agreement entitled “Comet Ridge Project Working Capital Facility Agreement”
dated on or about the date of this agreement between the Company and the
Working Capital Provider.


 


Working Capital Provider means the
person so described in the Details.


 


Works  means building work, excavation or earthworks on the Secured
Property, work demolishing, removing or altering any part of the Secured
Property, or any building or development work required by an authority in
connection with the Secured Property.


 


39.2                         References to certain general terms


 


Unless the contrary intention appears, a reference in
a Finance Document to:


 


(a)                                   a group of persons is a reference to any two or more of them jointly
and to each of them individually;


 


157

















 


(b)                                  an agreement, representation or warranty in favour of two or more
persons is for the benefit of them jointly and each of them individually;


 


(c)                                   an agreement, representation or warranty by two or more persons
binds them jointly and each of them individually, but an agreement,
representation or warranty by a Finance Party binds the Finance Party,
individually only;


 


(d)                                  anything (including an amount) is a reference to the whole and each
part of it;


 


(e)                                   a document (including this agreement) includes any variation or
replacement of it;


 


(f)                                     law means common law, principles of equity, and laws made by
parliament (and laws made by parliament include foreign, State, Territory and
Commonwealth laws and regulations and other instruments under them, and
consolidations, amendments, re-enactments or replacements of any of them);


 


(g)                                  an accounting term is a reference to that term as it is used in
accounting standards under the Corporations Act, or, if not inconsistent with
those standards, in accounting principles and practices generally accepted in
Australia;


 


(h)                                  Australian dollars, dollars, $ or A$ is a reference to the lawful
currency of Australia;


 


(i)                                      Sterling or £ is a reference to the lawful currency of England;


 


(j)                                      a time of day is a reference to Sydney time;


 


(k)                                   the word “person” includes an individual, a firm, a body corporate,
an unincorporated association and an authority;


 


(l)                                      a particular person includes a reference to the person’s executors,
administrators, successors, substitutes (including persons taking by novation)
and assigns;


 


(m)                                the words “including”, “for example” or “such as” when introducing
an example, do not limit the meaning of the words to which the example relates
to that example or examples of a similar kind;


 


(n)                                  the Corporations Act is a reference to the Corporations Act 2001
(Cwlth)


 


(o)                                  the Companies Act is a reference to the Companies Act 1985 (UK).


 


39.3                         Number


 


In a Finance Document, the singular includes the
plural and vice versa.


 


158

















 


39.4                         Headings


 


In a Finance Document, headings (including those in
brackets at the beginning of paragraphs) are for convenience only and do not
affect the interpretation of the Finance Document.


 


39.5                         Meaning
of subsists


 


An Event of Default, Potential Event of Default or
Review Event “subsists” until waived in writing by the Agent or cured to the
satisfaction of the Agent.


 


A Price Event “subsists” at a Repayment Date if the
relevant review or adjustment has not been finally agreed or effected under the
terms of the relevant Gas Sale Agreement as at that Repayment Date and the
review or adjustment relates in whole or in part to a period prior to the
Calculation Date occurring immediately prior to that Repayment Date.


 


39.6                         Interpretation of clause 18.10


 


(a)                                   For the purposes of the definitions of Priority Debt and Secured
Indebtedness only:


 


(i)                                      Encumbrances will not include:


 


(A)                                any Encumbrance comprising a netting or set-off arrangement entered
into by a member of the Group in the ordinary course of its banking
arrangements for the purpose of netting debit and credit balances; and


 


(B)                                  any lien arising by operation of law and in the ordinary course of
trading;


 


(ii)                                   Finance Debt will not include any Finance Debt where the creditor of
such Finance Debt is the Recourse Guarantor or another Subsidiary of the
Guarantor.


 


(b)                                  An accounting term used in clause 18.10 or any definition used in
that clause is for the purposes of that clause to be construed in accordance
with the principles applied in connection with the Original Financial
Statements.


 


(c)                                   For the purposes of clause 18.10, any amount in a currency other
than Sterling is to be taken into account at its Sterling equivalent calculated
on the basis of:


 


(i)                                      the Agent’s spot rate of exchange for the purchase of the relevant
currency in the London foreign exchange market with euro at or about 11am on
the day the relevant amount falls to be calculated; or


 


(ii)                                   if the amount is to be calculated on the last day of a financial
period of the Recourse Guarantor, the relevant rates of exchange used by the
Recourse Guarantor in, or in connection with, its financial statements for that
period.


 


159

















 


(d)                                  No item must be credited or deducted more than once in any
calculation under clause 18.10.


 


39.7                         Calculation
of Revenue


 


Revenue for any future Calculation Period is to be based on the lesser
of:


 


(a)                                   firm sales of gas the subject of Accepted Gas Sale Agreements in respect of which GSA
Completion has occurred; and


 


(b)                                  sales of potential production
of gas from the Proved Reserves as determined by the Agent (after consultation
with the Technical Bank and the Independent Reserves Engineer),


 


in each case
after adjusting (to the extent not adjusted in the
determinations for the purposes of paragraph (b) for:


 


(i)                                      the anticipated impact of Project Payout occurring;


 


(ii)                                   producing wells and anticipated producing wells in which less than
all Parties participate under the Operating Agreement;


 


(iii)                                the entitlements of any underproduced party under a Gas Balancing
Agreement taken to be entered into under the Operating Agreement;


 


(iv)                               any banking of gas that occurs under any Gas Sale Agreement or gas
transport or haulage arrangement, other than where the Obligor has not been
paid for in whole or in part for that amount of gas.


 


39.8                         Operating
Costs


 


The amount referred to in paragraph (o) of the
definition of Operating Costs is to be reviewed and adjusted on each Review
Date in accordance with the following formula:


 





 


Where


 


A =                             the amount referred to in paragraph (o) of the definition of
Operating Costs from and including the relevant Review Date;


 


B =                               the amount referred to in paragraph (o) of the definition of
Operating Costs immediately before the relevant Review Date;


 


C =                               the Consumer Price Index All Groups (weighted average for the 8
capital cities) last published before the relevant Review Date; and


 


D =                              the Consumer Price Index All Groups (weighted average for the 8
capital cities) last published before the Review Date preceding the relevant
Review Date except that in the case of the first Review Date, D = the Consumer
Price Index All Groups (weighted average for the 8 capital cities) at the date
of this agreement.


 


160

















 


39.9                         Amendment to Consumer Price Index formula


 


If either:


 


(a)                                   the Consumer Price Index All Groups (weighted average for the 8
capital cities) ceases to be published quarterly; or


 


(b)                                  the method of calculation of the Consumer Price Index All Groups
(weighted average for the 8 capital cities) substantially alters,


 


then the Consumer Price Index All Groups (weighted
average for the 8 capital cities) is to be replaced by the nearest equivalent
index and any necessary consequential amendments are to be made.  That index and those amendments are to be
determined as follows:


 


(c)                                   by agreement between the parties; or


 


(d)                                  if the parties do not agree, by the Australian Statistician or his
nominee (acting as an expert and not as an arbitrator), whose decision is
binding and conclusive.


 


39.10                  Expedition National Park


 


For the avoidance of doubt, any notice received by the
Company from the State of Queensland (or any Queensland Governmental Agency)
prior to the date of this agreement concerning the Expedition National Park and
requiring the Company to cease carrying out operations thereon is not a
contravention notice under clause 17.4(k).


 


39.11                  Termination of Project Documents


 


An event will not comprise an Event of Default under
clause 21.1(l) if:


 


(a)                                   the relevant Project Document is not a Material Project Document;


 


(b)                                  the event occurs prior to the First Recalculation Date; and


 


(c)                                   the event does not have a Material Adverse Effect.


 


EXECUTED as
an agreement.


 


161

















 


Comet
Ridge Project Facilities Agreement


 


Schedule 1 - Conditions Precedent
(clauses 2.8 and 3.5)


 


•                                Each
item must be in form and substance satisfactory to the Agent.


 


•                                The
Agent may also require other documents and information (see clauses 2.8(a) and
3.5(g)).


 


•                                Certification
is to be by a director or secretary or other officer of the relevant Obligor
that the item is true and complete as to the date no earlier than the date of
this agreement.


 


Part 1 - Conditions
to first drawdown of Recourse Facility


 


	
  Item

  	
   

  	
   

  	
   

  	
  Form

  	
   

  	
  Required
  for

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Verification certificates attaching copies of certificates of
  registration, certificates of incorporation on change of name (if any),
  constitutions, requisite corporate authorisations, share registers (where
  required by this schedule 1), powers of attorney (where used by a Project
  Party to execute any relevant document) and specimen signatures of Authorised
  Officers.

  	
   

  	
  Schedule 2

  	
   

  	
  Company

  

  Each LR Guarantor

  

  The Recourse Guarantor

  

  Each Security Provider

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  All Finance Documents

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                                  fully signed;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                                 evidence of:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                                     stamping; or

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)                                  the payment to
  Mallesons Stephen Jaques’ Trust Account of moneys sufficient to pay all stamp
  duty due or to become due on the Finance Documents, together with all
  information and documents necessary to enable stamping of those documents;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                                  evidence
  of:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                                     registration in
  Australia under the Corporations Act, or of the Finance Documents being in
  registrable form and provision of appropriate Australian Securities &
  Investments Commission forms; and

  	
   

  	
   

  	
   

  	
   

  



 


162

















 


	
  Item

  	
   

  	
   

  	
   

  	
  Form

  	
   

  	
  Required
  for

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)                                  lodgement of the
  Security granted by the Company with the Department of Natural Resources and
  Mines with, where required by the Petroleum Act, a request for approval and
  registration under the Petroleum Act; and

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)                               the filing of a
  financing statement in Delaware naming Slough USA as debtor; and

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)                              the filing of a
  financing statement in Texas naming TOGC and Tipperary as debtors; and

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)                                 the filing of a
  financing statement in the District of Columbia naming the Company as debtor;
  and

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)                              the filing of a
  financing statement in Colorado naming Tipperary CSG as debtor.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  A legal opinion from Mallesons Stephen Jaques in relation to the
  Finance Documents as to the laws of Australia.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  A legal opinion from Mallesons Stephen Jaques in relation to the
  Finance Documents as to the laws of England.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Legal opinions from Jones & Keller and Bell Boyd & Lloyd LLC
  in relation to the Finance Documents, the Tipperary CSG Assignment and the
  Project Support Deed as to the laws of Delaware, Texas and Colorado.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  The following due diligence reports:

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                                  a
  report from the AGT&E Consultant;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                                 a
  report from the Independent Reserves Engineer;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                                  a
  report from Aon in relation to the insurance coverage, plan and programme for
  the Project; and

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)                                 a
  report by ACIL Tasman Pty Ltd as to the gas market in Queensland and as to
  the Company’s gas supply arrangements;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)                                  a
  legal due diligence and Australian

  	
   

  	
   

  	
   

  	
   

  



 


163

















 


	
  Item

  	
   

  	
   

  	
   

  	
  Form

  	
   

  	
  Required for

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  litigation report from Allens Arthur Robinson;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)                                    a
  legal due diligence report from Thompson Knight LLP.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Evidence that the Project Accounts (other than the Capex Reserve
  Account and the Proceeds Account) have been opened.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Evidence that the Company and Tipperary Pastoral have amended their
  constitutions in such manner as the Agent requires.

  	
   

  	
  Certified copy

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  The initial Agreed Development Plan..

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  The initial Base Case Financial Model.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  Evidence that each power of attorney under which a person signs and
  delivers a Finance Document has, if required by the Agent, been stamped and
  registered.

  	
   

  	
   

  	
   

  	
  Project Party

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  Evidence that the Secured Property is subject to no Encumbrance other
  than a Permitted Encumbrance.

  	
   

  	
   

  	
   

  	
  Obligors

  

  Security Providers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  Evidence that the Security Trustee has received transfers in blank
  and original share certificates for all the shares in the Company and
  Tipperary Pastoral.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  Evidence that the Security Trustee has received transfers in blank
  and original stock certificates for all of the issued stock in Tipperary CSG.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Evidence that Mitchell Drilling Contractors Pty Ltd, Energex Retail
  Pty Ltd, Origin Energy Retail Limited, Universal Compression (Australia) Pty
  Ltd and Queensland Fertiliser Assets Limited have consented to the entry into
  the Security by the Company.

  	
   

  	
  Original

  	
   

  	
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  Evidence that Slough Trading Estate Limited has consented to the
  entry into the Security by the Company.

  	
   

  	
  Original

  	
   

  	
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  The Financial Statements for the Recourse Guarantor as at and for the
  period ending 31 December 2003.

  	
   

  	
  Certified copy

  	
   

  	
  Recourse Guarantor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  Evidence that ATP675P and ATP554P have been transferred or
  relinquished in accordance with the

  	
   

  	
   

  	
   

  	
  Company

  



 


164

















 


	
  Item

  	
   

  	
   

  	
   

  	
  Form

  	
   

  	
  Required
  for

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Petroleum Act and no Obligor has any continuing liability or interest
  in relation thereto.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  Evidence that the Company has ratified the execution of each
  Compensation Agreement executed by Richard Barber.

  	
   

  	
  Certified copy

  	
   

  	
  Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  The Tipperary CSG Assignment and the Project Support Deed:

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                                  fully
  signed by all relevant parties;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                                 evidence
  of enforceability;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                                  evidence
  of stamping.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  A report from William Mercer on the initial Base Case Financial
  Model.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  The Insurance Policies then required to be effected by the Company
  and the other Obligors under the Finance Documents and certificates of
  currency of those policies.

  	
   

  	
  Certified copy

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
  Evidence that the amount owing to Slough Trading Estate Limited does
  not exceed A$100,000,000.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24

  	
   

  	
  Evidence that Tipperary Pastoral is a Wholly Owned Subsidiary of the
  Company.

  	
   

  	
   

  	
   

  	
   

  



 


Part 2 - Conditions
to first recalculation of the Facility Limit of the Limited Recourse Facility


 


	
  25

  	
   

  	
  The Operating Agreement:

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                                  fully
  signed by all relevant parties;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                                 evidence
  of enforceability;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                                  evidence
  of stamping;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)                                 evidence
  of registration in Australia under the Corporations Act and in such places or
  places in the United States as may be necessary in order to protect or
  preserve the lien contained in Article VII.B of the Operating Agreement;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)                                  evidence
  of all relevant prior approvals by the Minister under the Petroleum Act and
  registration under that Act;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)                                    evidence
  of sanction by the Minister under the Petroleum Act.

  	
   

  	
   

  	
   

  	
   

  



 


165

















 


	
  26

  	
   

  	
  A Deed of Confirmation or Deeds of Confirmation in favour of the
  Obligors executed by the Operator with respect to all producing units (as
  defined in the Operating Agreement) as at the date of satisfaction of item
  33:

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                                  fully
  signed by all relevant parties;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                                 evidence
  of enforceability;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                                  evidence
  of stamping;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)                                 evidence
  of all relevant prior approvals by the Minister under the Petroleum Act and
  registration under that Act,

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  or other evidence that the Obligors beneficially hold not less than
  their respective Specified Interest in each such producing unit.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27

  	
   

  	
  Each Project Document (other than the Operating Agreement):

  	
   

  	
  Original (for Mortgaged Documents)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                                  fully
  signed by all relevant parties;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                                 evidence
  of enforceability (other than, in respect of a Deed of Assignment where such
  deed does not comprise part of the chain of title for the purposes of item
  34, insofar as that deed purports to assign or deal with an interest in the
  Project Production Leases, the Project ATPs and the Project Pipeline
  Licence);

  	
   

  	
  Certified copy (otherwise)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                                  evidence
  of stamping;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)                                 insofar
  as that Project Document comprises part of the chain of title for the
  purposes of item 34, evidence of all relevant prior approvals by the Minister
  under the Petroleum Act and registration under that Act.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28

  	
   

  	
  Evidence of approval of the Deed of Security by the Minister under
  the Petroleum Act and registration under that Act.

  	
   

  	
  Certified copy

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29

  	
   

  	
  A legal opinion from Allens Arthur Robinson and Jones Keller in
  relation to the Project Documents and the title of the Operator and the
  Obligors for the purposes of items 33 and 34.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30

  	
   

  	
  A legal opinion from Mallesons Stephen Jaques in relation to the
  Finance Documents.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31

  	
   

  	
  The following due diligence reports:

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                                  an
  audit of the initial Base Case Financial

  	
   

  	
   

  	
   

  	
   

  



 


166

















 


	
   

  	
   

  	
  Model by William M. Mercer Pty Ltd, including as to the Project
  Payout;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                                 an
  updated legal due diligence and Australian litigation report from Allens
  Arthur Robinson (including results of searches and requisitions on title and
  searches of all properties in relation to which a Compensation Agreement has
  been entered into);

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                                  an
  updated legal due diligence report from Thompson Knight LLP;

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)                                 a
  litigation report from Glast, Philips
  and Murray; and

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)                                  an environmental review of the Project.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32

  	
   

  	
  Each Authorisation for the Project and for the entry into and
  observance of the Transaction Documents.

  	
   

  	
  Certified copy

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33

  	
   

  	
  Evidence that the Company is the Operator and the Company is
  registered under the Petroleum Act as the holder of the Project Production
  Leases, the Project ATPs and the Project Pipeline Licence in its capacity as
  Operator.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34

  	
   

  	
  Evidence that the Company and each other Obligor beneficially hold
  the Specified Interests in the Project.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35

  	
   

  	
  All documents and evidence of title to the material assets of the
  Company, in the name of the Company, and Project Assets of the other
  Obligors, in the name of the respective Obligor.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36

  	
   

  	
  An original or, where agreed by the Agent, a copy certified by an
  officer of the relevant Obligor, of each Project Document has been delivered
  to the Agent.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37

  	
   

  	
  Evidence that the coal that hosts Proved Reserves from time to time
  will not be mined prior to the Calculation End Date and that there will be no
  mining of any description prior to that date in or on all or any part of the
  Project Area which will or may have a Material Adverse Effect.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  38

  	
   

  	
  Evidence that TOGC is a Wholly Owned Subsidiary of Tipperary
  Corporation, that Tipperary CSG is a Wholly Owned Subsidiary of TOGC and that
  90% of the voting shares of the Company are beneficially held by TOGC and
  that 10% of the voting shares of the Company are beneficially held by Slough
  USA.

  	
   

  	
   

  	
   

  	
   

  



 


167

















 


	
  39

  	
   

  	
  An updated Agreed Development Plan (which amongst other things
  demonstrates to the Agent’s reasonable satisfaction that the excision of the
  Expedition National Park will have no material and adverse effect on the
  economics of the Project) and Base Case Financial Model.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40

  	
   

  	
  Evidence that the Proceeds Account has been opened.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41

  	
   

  	
  Evidence that the Operator and the Parties have rights of access to
  and entry upon the Project Area and all other relevant freehold, leasehold
  and other land and rights to carry out all activities required for the
  purposes of the Project upon that land (in each case upon terms and
  conditions acceptable to the Agent) so as to enable the Project to be
  developed and operated in accordance with the Agreed Development Plan.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  42

  	
   

  	
  Evidence that notices of assignment or tripartite deeds under each
  Security have been delivered to counterparties to those Project Documents
  determined by the Agent and returned properly executed to the Security
  Trustee.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43

  	
   

  	
  If required by the Agent, a deed of consent between the Security
  Trustee and Mitchell Drilling Contractors Pty Ltd.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  44

  	
   

  	
  A deed of consent between the Security Trustee and Universal
  Compression (Australia) Pty Ltd.

  	
   

  	
  Original

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  45

  	
   

  	
  Evidence that there is no funding gap in the updated Agreed
  Development Plan delivered as contemplated by item 39.

  	
   

  	
   

  	
   

  	
   

  



 


168

















 


Comet
Ridge Project Facilities Agreement


 


Schedule 2 - Form of verification
certificate


 


 


	
  To:

  	
  [Name
  and address of Agent]

  
	
  Attention:

  	
  [Insert]

  
	
   

  	
   

  
	
  Date:

  	
  [Insert
  date]

  



 


 


VERIFICATION CERTIFICATE


 


[NAME OF COMPANY] (ABN ** *** *** ***) (“Company”)


 


COMET RIDGE PROJECT FACILITIES AGREEMENT DATED
                        2004
(“Facilities Agreement”)


 


I,                                                                                 ,
being a [director/secretary] of the Company, hereby certify as follows:


 


1                                         Certificate of
registration and Constitution


 


A copy of the certificate of
[registration/incorporation], certificate of incorporation on change of name(if
any) and constitution of the Company is attached and marked A.  The copy is true, complete and up-to-date
and there have been no amendments or variations since the date of the copy.


 


2                                         Extract of
Minutes of Meeting of Directors


 


A true and correct Extract of Minutes of Meeting of
Directors of the Company duly convened and held on
                               
2004 is attached and marked B.  The
resolutions set out in the extract were duly approved, remain in full force and
effect and have not been rescinded, amended, modified or revoked.


 


3                                         Officers


 


A true and correct list of the directors and
secretaries of the *Company as at the date of execution of the Power of
Attorney referred to below is attached and marked [*].


 


*References to Company in this item 3 are only to the
Obligor.


 


4                                         Share register


 


A copy of the share register of the *Company is
attached and marked [*].  The copy is
true, complete and up-to-date as at the date of this certificate.


 


*References to Company in this item 4 are only to the
Obligor.


 


169

















 


5                                         Power of attorney


 


An original Power of Attorney of the Company
dated                                2004
appointing attorneys in respect of the Finance Documents is attached and marked
[*].  This Power of Attorney remains in
full force and effect and has not been revoked.


 


6                                         Consent to Security


 


It consents to the Security and the entry into of and
giving of effect to the transactions contemplated by each Finance Document by
any person in whom, directly or indirectly it holds any units, shares or other
interest.


 


Specimen signatures


 


The following are the signatures of the
persons appointed as Authorised Officers of the Company for the purposes of the
Finance Documents or who are otherwise authorised to sign a Finance Document on
behalf of the Company.  This does not
include specimen signatures of any partner or solicitor of a law firm to the
extent any of those persons are appointed as attorneys.


 


Authorised Officers


 


 


	
   

  	
   

  	
   

  	
   

  
	
  Signature of Authorised Officer

  	
  Signature of Authorised Officer

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  Attorneys

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature of Attorney

  	
  Signature of Attorney

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  



 


Interpretation


 


The “Interpretation” clause of the
Facilities Agreement applies to this certificate as if it was fully set out in
this certificate.


 


	
   

  	
   

  
	
  Signature

  



 


[Insert
name of director/secretary


 


170

















 


Schedule 3 - Drawdown Notice (clause 3)


 


 


	
  To:

  	
  [Name and address of Agent]

  
	
   

  	
   

  
	
  Attention:

  	
  [Insert]

  
	
   

  	
   

  
	
  [Date]

  	
   

  



 


Drawdown Notice -
Comet Ridge Project Facilities Agreement between Tipperary Oil & Gas
Australia Pty Limited, [Security Trustee], [Agent] and others dated
[                  ]
(“Project Facilities Agreement”)


 


Under clause 3.2 (“Requesting a drawdown”) of the Project Facilities
Agreement, the Company gives notice as follows.(1)


 


Drawdown
under Recourse Facility(2)


 


The Company wants to borrow under the
Recourse Facility(2).


 


•                                           The
requested Drawdown Date is
[             ](3).


 


•                                           The
amount of the proposed drawdown is
A$[          ](4).


 


•                                           The
requested first Interest Period is
[             ](5).


 


•                                           The
proposed drawdown is to be paid to:


 


	
  Account number:

  	
   

  	
  [                        ]

  
	
  Account name:

  	
   

  	
  [                        ]

  
	
  Bank:

  	
   

  	
  [                        ]

  
	
  Branch:

  	
   

  	
  [                        ]

  
	
  BSB:

  	
   

  	
  [                        ]

  



 


Drawdown under
Limited Recourse Facility


 


The Company wants to borrow under the Limited
Recourse Facility(2).


 


•                                           The
requested Drawdown Date is
[             ](3).


 


•                                           The
amount of the proposed drawdown is
A$[          ](4).


 


•                                           The
requested first Interest Period is
[             ](5).


 


•                                           The
proposed drawdown is to be paid to:


 


	
  Account number:

  	
   

  	
  [                        ]

  
	
  Account name:

  	
   

  	
  [                        ]

  
	
  Bank:

  	
   

  	
  [                        ]

  
	
  Branch:

  	
   

  	
  [                        ]

  
	
  BSB:

  	
   

  	
  [                        ]

  



 


All Facilities


 


The Company represents and warrants that the representations and
warranties in the Project Facilities Agreement are correct and not misleading
on the date of this notice and that each will be correct and not misleading on
the Drawdown Date.


 


171

















 


The “Interpretation” clause of the Project Facilities Agreement applies
to this notice as if it was fully set out in this notice.


 


	
   

  	
   

  
	
  [Name of person]
  being

  
	
  an Authorised Officer of

  
	
  Tipperary Oil & Gas Australia Pty Limited

  



 












Instructions
for completion


(1)              All items must be completed for the
relevant Facility.  Delete sections
relating to any Facility which is not relevant to the requested drawdown.


(2)              Here clearly identify the relevant
Facility.


(3)              Must be a Business Day within the
availability period.


(4)              Must be A$1,000,000 or a whole multiple
of A$1,000,000.


(5)              Must be an Interest Period set out in the
Details.


 


172

















 


Schedule 4 - Interest Period Selection
Notice (clause 5)


 


 


	
  To:

  	
  [Name and address of Agent]

  
	
   

  	
   

  
	
  Attention:

  	
  [Insert]

  
	
   

  	
   

  
	
  [Date]

  	
   

  



 


Interest Period
Selection Notice - Comet Ridge Project Facilities Agreement between Tipperary
Oil & Gas Australia Pty Limited, [Security Trustee], [Agent] and others
dated
[                  ]
(“Project Facilities Agreement”)


 


Under clause 5.2 (“Notification of Interest Period”) of the Project
Facilities Agreement, the Company gives notice as follows.(1)


 


The Company wants to notify an Interest
Period as follows:


 


•                                           The
Drawing is A$[          ]
under the
[             ](2)
Facility.


 


•                                           The
last day of the current Interest Period of that Drawing is
[             ].


 


•                                           The
requested Interest Period is [             ](3).


 


The Company represents and warrants that the representations and
warranties in the Project Facilities Agreement are correct and not misleading
on the date of this notice and that each will be correct and not misleading on
the Drawdown Date.


 


The “Interpretation” clause of the Project Facilities Agreement applies
to this notice as if it was fully set out in this notice.


 


	
   

  	
   

  
	
  [Name of person]
  being

  
	
  an Authorised Officer of

  
	
  Tipperary Oil & Gas Australia Pty Limited

  



 












Instructions
for completion


(1)              All items must be completed.


(2)              Here clearly identify the relevant
Facility.


(3)              Must be an Interest Period set out in the
Details.


 


173

















 


Schedule 5 - Switch Notice


 


 


	
  To:

  	
  [Name and address of Agent]

  
	
   

  	
   

  
	
  Attention:

  	
  [Insert]

  
	
   

  	
   

  
	
  [Date]

  	
   

  



 


Switch Notice - Comet
Ridge Project Facilities Agreement between Tipperary Oil & Gas Australia
Pty Limited, [Security Trustee], [Agent] and others dated
[                  ]
(“Project Facilities Agreement”)


 


Under clause 4.2 (“Requesting a Switch”) of the Project Facilities
Agreement, the Company gives notice as follows.(1)


 


Switch from Recourse
Facility


 


The Company wants to Switch from the Recourse Facility to the Limited
Recourse Facility.


 


•                                           The
requested date for the Switch to be effective is
[             ](2).


 


•                                           The
amount of the Drawing to be Switched is
A$[          ].


 


Switch from Limited
Recourse Facility


 


The Company wants to Switch from the Limited Recourse Facility to the
Recourse Facility.


 


•                                           The
requested date for the Switch to be effective is
[          ](2).


 


•                                           The
amount of the Drawing to be Switched is
A$[             ].


 


All Facilities


 


The Company [and the Recourse Guarantor]  (3) represent[s]
and warrant[s] that the representations and warranties in the Project
Facilities Agreement are correct and not misleading on the date of this notice
and that each will be correct and not misleading on the date the Switch takes
effect.


 


The “Interpretation” clause of the Project Facilities Agreement applies
to this notice as if it was fully set out in this notice.


 


	
   

  	
   

  
	
  [Name of person]
  being

  
	
  an Authorised Officer of

  
	
  Tipperary Oil & Gas Australia Pty Limited

  
	
   

  
	
  [

  	
   

  
	
  [Name of person]
  being

  
	
  an Authorised Officer of

  
	
  Slough Estates plc]  (3)

  



 


174

















 












Instructions
for completion


(1)              All items must be completed for the
relevant Facility.  Delete sections
which are not relevant to the requested Switch.


(2)              Must be a Business Day that is an
Interest Payment Date of the relevant Drawing prior to the Maturity Date of the
Recourse Facility.


(3)              A Switch from the Limited Recourse
Facility to the Recourse Facility requires signing on behalf of Slough Estates
plc.


 


175

















 


Schedule 6 - Switch Certificate


 


 


	
  To:

  	
  [Name and Address of Company]

  
	
  Attention:

  	
   

  
	
   

  	
   

  
	
  To:

  	
  [Name and Address of Parent Company]

  
	
  Attention:

  	
   

  
	
   

  	
   

  
	
  To:

  	
  [Name and Address of each Financier]

  
	
  Attention:

  	
   

  
	
   

  	
   

  
	
  Date

  	
  [Insert date]

  



 


Switch Certificate


 


We refer to the Switch Notice dated
[       ] requesting a Switch of
$[         ] from the [insert name of relevant Facility] to the [insert name of relevant Facility] in
accordance with clause 4 of the Comet Ridge Project Facilities Agreement dated
[            ]
(“Facility Agreement”).


 


We confirm that:


 


(a)                                   the conditions precedent for the Switch have been met; and


 


(b)                                  the Switch will become effective as at [insert date] (“Effective
Date”); and


 


(c)                                   the revised Commitments and Drawn Commitments for each Financier for
each Facility and total Drawings under each Facility are set out in the
following table:


 


	
   

  	
   

  	
  Limited
  Recourse Facility

  	
   

  	
  Recourse
  Facility

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commitments

  	
   

  	
  [                  ]

  	
   

  	
  [                  ]

  
	
   

  	
   

  	
  [                  ]

  	
   

  	
  [                  ]

  
	
   

  	
   

  	
  [                  ]

  	
   

  	
  [                  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Drawn Commitments

  	
   

  	
  [                  ]

  	
   

  	
  [                  ]

  
	
   

  	
   

  	
  [                  ]

  	
   

  	
  [                  ]

  
	
   

  	
   

  	
  [                  ]

  	
   

  	
  [                  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Drawings

  	
   

  	
  [                  ]

  	
   

  	
  [                  ]

  



 


Expressions defined in the Facility
Agreement have the same meaning in this Switch Certificate.


 


	
  For and on behalf of

  
	
   

  	
   

  
	
  [insert
  name of Agent]

  
	
  as Agent for the Financiers

  



 


176

















 


Schedule 7 - Insurance required (clause
19)


 


 


Policy 1 - Employer’s Liability Insurance


 


Cover:


 


Employer’s liability for the Company and
Operator


 


Minimum Insured Amount:


 


A$750,000 (or its equivalent) any one
occurrence (or such other amount as the Agent may from time to time reasonably
require)


 


Maximum Deductible:


 


A$30,000 (or its equivalent) per occurrence


 


Policy 2 - General Liability Insurance


 


Cover:


 


The Obligor’s legal liability for personal
injury (including bodily injury and death) and property damage, including
coverage for products-completed operations, blanket contractual, broad form
property damage, personal injury insurance, and sudden and accidental pollution
liability.


 


Minimum Insured Amount:


 


A$1,500,000 (or its equivalent) per
occurrence for combined bodily injury and property damage provided that policy
aggregates (other than aggregates applying to products, completed operations,
underground resources or pollution liability), if any, shall apply separately
to claims occurring with respect to the Project.


 


Additional Terms:


 


Without limiting clause 19, the insurance:


 


(i)                                    must include a severability of interests and cross liability clause;


 


(ii)                                   must provide that the insurance is primary and not excess to or
contributing with any insurance or self-insurance maintained by any Finance
Party.


 


Maximum Deductible


 


A$30,000 (or its equivalent) per occurrence


 


177

















 


Policy 3 - Automobile Liability Insurance


 


Cover:


 


The Obligor’s legal liability for personal
injury (including bodily injury and death) and property damage covering all
owned, leased and hired motor vehicles, including during loading and unloading.


 


Minimum Insured Amount:


 


A$1,500,000 (or its equivalent) per
occurrence (or such other amount as the Agent may from time to time reasonably
require).


 


Maximum Deductible:


 


A$30,000 (or its equivalent) per occurrence


 


Policy 4 - Excess Insurance


 


Cover:


 


The Obligor’s legal liability on an
occurrence basis (with coverage at least as broad as the coverage under all
primary policies) covering claims in excess of the underlying insurance
described in Policies 1, 2 and 3.


 


Minimum Insured Amount:


 


A$27,000,000 (or its equivalent) per
occurrence (or such other amount as the Agent may from time to time reasonably
require), provided that aggregate limits of liability (other than aggregates
applying to produces, completed operations, underground resources or pollution
liability), if any, shall apply separately to claims occurring with respect to
the Project.


 


The amounts of insurance required under
Policies 1, 2, 3 and 4 may be satisfied by the Company purchasing coverage in
the amounts specified or by any combination of primary and excess insurance, so
long as the total amount of insurance meets the requirements.


 


Policy 5 - Aircraft Liability Insurance


 


Cover:


 


The Obligor’s legal liability arising out
of the use by the Company of an aircraft (fixed wing or helicopter) that is
owned, operated or chartered by the Company.


 


Minimum Insured Amount:


 


A combined single limit not less than
A$20,000,000 (or its equivalent) per occurrence (or such other amount as the
Agent may from time to time reasonably require).


 


Additional Terms:


 


Without limiting clause 19, the insurance
must:


 


(i)                                      name the Security Trustee for and on behalf of the Security
Beneficiaries as additional insureds;


 


(ii)                                   include an insurer’s waiver of subrogation in favour of the
additional insureds;


 


178

















 


(iii)                                state that it is primary insurance as regards the additional insureds;
and


 


(iv)                               contain a cross-liability or severability of interest clause.


 


In the event the aircraft hull is insured
such insurance shall provide for an insurer’s waiver of subrogation rights in
favour of the Company.


 


In the event the Company charters aircraft,
the insurance and evidence of insurance may be furnished by the owner of the
aircraft.


 


Policy 6 - Property Damage Insurance


 


Cover:


 


Physical loss, damage or destruction on an
“all risks” basis, including coverage against damage or loss caused by earth
movement (including earthquake, landslide, subsidence and volcanic eruption),
fire, flood, storm, rain, water, lightning, theft, computer breakdown, boiler
and machinery accidents, strike, riot and civil commotion sabotage.


 


(ii)                                   Property Insured:  The property damage
insurance shall provide coverage for the buildings, structures, machinery,
equipment, facilities, fixtures, supplies and other insurable Project Assets
including property in the course of construction.


 


(iii)                                Additional Coverages:  The property damage shall
insure:


 


•                                           insured property prior to its being moved to or from the Project
Area and while located away from the Project Area, including ocean marine and
air transit coverage (if applicable) with limits sufficient to insure the full
replacement value of the property or equipment; and


 


•                                           removal of debris and professional fees; and


 


•                                           expediting expenses (defined as extraordinary expenses incurred
after an insured loss to make temporary repairs and expedite the permanent
repair of the damaged property in excess of the business interruption even if
such expense does not reduce the business interruption loss) in an amount not
less than A$2,700,000.


 


Additional Terms:


 


Without limiting clause 19, the insurance:


 


(i)                                    must include a 72 hour clause for flood, windstorm and earthquakes;


 


(ii)                                   must include an other insurance clause making this insurance primary
over any other insurance;


 


(iii)                                must not include any annual or term aggregate limits of liability
except for the perils of flood, earth movement, sabotage and terrorism;


 


(iv)                               must have any aggregate limits of liability apply separately with
respect to the Project;


 


179

















 


(v)                                  must not include a provision requiring the payment of an additional
premium to reinstate the limits after loss except for the perils of flood,
earth movement, sabotage and terrorism;


 


(vi)                               must include a provision requiring the insurer to make final payment
of any claim within 30 days after submission to it of proof of loss and its
acceptance by the insurer


 


(vii)                            must include an acknowledgment by the insurer that the policy has
been assigned to the Security Trustee.


 


Minimum Insured Amount:


 


The insurance must:


 


(i)                                      value losses at their repair or replacement cost, without deduction
for physical depreciation or obsolescence, including custom duties, taxes and
fees;


 


(ii)                                   insure for an amount not less than the “Full Insurable Value” (for
the purposes of this schedule 7, “Full Insurable Value” shall mean the full
replacement value of the Project’s insurable Project Assets, including any
improvements, equipment, spare parts and supplies, without deduction for
physical depreciation and/or obsolescence); and


 


(iii)                                insure earth movement and flood coverage with a sub-limit not less
than 50% of the Full Insurable Value plus 50% of the business income amount
required by Policy 7.


 


Maximum Deductible:


 


A$50,000 (or its equivalent) per
occurrence.


 


Prohibited Exclusions:


 


Without limiting clause 19, the insurance
must not contain any:


 


(i)                                      coinsurance provisions;


 


(ii)                                   exclusion for loss or damage resulting from freezing or mechanical
breakdown,


 


(iii)                                exclusion for loss or damage covered under any guarantee or warranty
arising out of an insured peril; or


 


(iv)                               exclusion for resultant damage caused by ordinary wear and tear,
gradual deterioration, normal subsidence, settling cracking, expansion or
contraction, faulty workmanship, design or materials.


 


Policy 7 - Business Interruption Insurance


 


Cover:


 


Financial loss to the Obligors, including
the Company in its capacity as Operator, as a result of interruption or delay
to their business caused by any


 


180

















 


damage or loss required to be covered by
Policy 6 and including provision of loss consequent upon:


 


(i)                                      prevention of access, loss or damage to [suppliers, customers] and
the Project Area and any other contributing property;


 


(ii)                                   contamination and disease; and


 


(iii)                                closure by any Governmental Agency.


 


Minimum Insured Amount:


 


100% of continuing normal operating
expenses including payroll of the Project, and all payments due under the
Finance Documents, for a period of 12 months.


 


Additional Terms:


 


Without limiting clause 19, the insurance:


 


(i)                                      must not include any annual or term aggregate limits of liability
except for the perils of flood, earth movement, sabotage and terrorism;


 


(ii)                                   must have any aggregate limits of liability apply separately with
respect to the Project;


 


(iii)                                must not include a provision requiring the payment of an additional
premium to reinstate the limits after loss except for the perils of flood,
earth movement, sabotage and terrorism;


 


(iv)                               must include a provision requiring the insurer to make final payment
of any claim within 30 days after submission to it of proof of loss and its
acceptance by the insurer


 


(v)                                  must include an acknowledgment by the insurer that the policy has
been assigned to the Security Trustee.


 


Maximum Deductible:


 


15 days per occurrence.


 


Policy 8 - Operators Extra Expense Insurance


 


Cover:


 


The extra expenses of the Operator,
including coverage for:


 


(i)                                    control of wells;


 


(ii)                                 re-drill/extra expense;


 


(iii)                              pollution clean up;


 


(iv)                             care, custody and control;


 


(v)                                underground control of wells;


 


181

















 


(vi)                             debris removal;


 


(vii)                          deliberate well firing;


 


(viii)                         unintentional errors and omission reporting and the turnkey credit
endorsement.


 


Minimum Insured Amount:


 


A$750,000 (or
its equivalent) per occurrence (or such other amount as the Agent may from time
to time reasonably require) with respect to care, custody and control coverage


 


A$3,000,000
(or its equivalent) per occurrence (or such other amount as the Agent may from
time to time reasonably require) for all other coverage.


 


Additional Terms:


 


Without limiting clause 19, the insurance:


 


(i)                                      must not include any annual or term aggregate limits of liability
except for the perils of flood, earth movement, sabotage and terrorism;


 


(ii)                                   must have any aggregate limits of liability apply separately with
respect to the Project;


 


(iii)                                must not include a provision requiring the payment of an additional
premium to reinstate the limits after loss except for the perils of flood,
earth movement, sabotage and terrorism;


 


(iv)                               must include a provision requiring the insurer to make final payment
of any claim within 30 days after submission to it of proof of loss and its
acceptance by the insurer


 


(v)                                  must include an acknowledgment by the insurer that the policy has
been assigned to the Security Trustee.


 


Maximum Deductible:


 


A$200,000 (or
its equivalent) per occurrence.


 


182

















 


Schedule 8 - Form of Substitution Agreement
(clause 34)


 


Substitution Agreement


 


Details


 


Interpretation -
Definitions are at the end of this agreement.


 


	
  Parties

  	
   

  	
  Company, Financiers, Security Provider, LR Guarantor, Recourse
  Guarantor, Security Trustee, Agent, Technical Bank, Working Capital Provider,
  Hedge Providers, Retiring Financier and Substitute Financier, as described below
  or in the Project Facilities Agreement described above.

  
	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
  Name:
  Tipperary Oil & Gas Australia Pty Limited

  

  ABN: 46 077 536 871

  
	
   

  	
   

  	
   

  
	
  Retiring Financier

  	
   

  	
  Name:

  

  ABN/ACN/ARBN:

  
	
   

  	
   

  	
   

  
	
  Substitute Financier

  	
   

  	
  Name:

  

  ABN/ACN/ARBN:

  

  Fax:

  

  Telephone:

  	
  Address:

  

  

  

  

  

  Attention:

  
	
   

  	
   

  	
   

  	
   

  
	
  Security Trustee

  	
   

  	
  Name:

  

  ABN/ACN/ARBN:

  
	
   

  	
   

  	
   

  
	
  Agent

  	
   

  	
  Name:

  

  ABN/ACN/ARBN:

  
	
   

  	
   

  	
   

  
	
  Project Facilities Agreement

  	
   

  	
  Comet Ridge
  Project Facilities Agreement between the Company, Security Trustee, Agent and
  others dated
  [              ].

  



 


183

















 


	
  Substituted Commitment

  	
   

  	
  Facility
  name

  	
   

  	
  Retiring
  Financier’s Commitment

  	
   

  	
  Retiring
  Financier’s Drawn Commitment

  	
   

  	
  Substitute
  Financier’s Substitution Commitment(1)

  	
   

  	
  Substitute
  Financier’s Substitution Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Recourse
  Facility

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Limited
  Recourse Facility

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Substitution Date(2)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Governing law

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Substitution Agreement

  	
   

  	
  See Signing
  page

  



 












Instructions
for completion


(1)              Must not be less than $5,000,000 unless
all of the Retiring Financier’s Commitment is being substituted, or unless the
Agent agrees otherwise.  [The same
Proportion must be maintained for all Facilities]


(2)              If the Facility has been drawn, this must
be an Interest Payment Date unless the Agent otherwise agrees.


 


184

















 


General terms


 


Interpretation -
Definitions are at the end of this agreement.


 


1                                          Substitution


 


1.1                                Payments to be made


 


The Substitute Financier agrees to pay to the Agent
(for the account of the Company) the total of the Substitution Amount for the
Recourse Facility and the Limited Recourse Facility.  The Company agrees to pay to the Agent (for the account of the
Retiring Financier) the same amount.


 


These payments are to be made on the Substitution
Date.


 


1.2                                Direction to pay


 


The Company and the Agent irrevocably direct the
Substitute Financier to pay the amount referred to in clause 1.1 (“Payments to
be made”) directly to the Retiring Financier. 
All parties acknowledge that this satisfies the Company’s and Agent’s
respective obligations under clause 1.1 (“Payments to be made”).


 


1.3                                Substitution effected


 


A substitution in respect of the Recourse Facility and
the Limited Recourse Facility takes effect when the Substitute Financier pays
the Retiring Financier the Substitution Amount for each Facility.


 


By paying the Retiring Financier, the Substitute
Financier is taken to have advanced the Substitution Amount for each Facility
to the Company on the terms of the Project Facilities Agreement.


 


2                                          Rights and obligations of
parties


 


2.1                                Novation


 


With effect on and from the time the substitution
takes effect:


 


(a)                                   no party to the Finance Documents has any further obligation to the
Retiring Financier in relation to each Substituted Commitment;


 


(b)                                  the Retiring Financier has no further obligations to any other party
to the Finance Documents in relation to each Substituted Commitment;


 


(c)                                   the Substitute Financier has rights which are identical to the
rights which the Retiring Financier had in respect of each Substituted
Commitment; and


 


185

















 


(d)                                  the Substitute Financier assumes obligations towards each of the
parties to the Finance Documents which are identical to the obligations which
the Retiring Financier had in respect of each Substituted Commitment; and


 


(e)                                   the Substitute Financier is taken to be a party to the Project
Facilities Agreement and is bound by its terms; and


 


(f)                                     a reference in the Project Facilities Agreement to “Financier”
includes a reference to the Substitute Financier; and


 


(g)                                  the Substitute Financier is taken to have a Commitment for each
Facility equal to its Substitution Commitment for that Facility; and


 


(h)                                  the Substitute Financier is taken to have had, at the time the
substitution takes effect, a Drawn Commitment for each Facility equal to its
Substitution Amount for that Facility; and


 


<Choice:  Use paragraphs (i) and (j) if only part of
the obligations of the Retiring Financier are to be substituted.  If these are not used, end (h) with a full
stop not “; and”>


 


(i)                                      the Retiring Financier is taken to have a Commitment for each
Facility equal to its Residual Commitment for that Facility; and


 


(j)                                      the Retiring Financier is taken to have had, at the time the
substitution takes effect, a Drawn Commitment for each Facility equal to its
Residual Drawn Commitment for that Facility. <End choice>


 


In paragraphs (c) and (d) a reference to “identical”
rights or obligations is a reference to rights or obligations substantially
identical in character to those rights or obligations rather than identical as
to the person entitled to them or obliged to perform them.


 


2.2                                Other rights and obligations
not affected


 


Despite anything contained in this agreement, the
Agent, the Retiring Financier and all other parties to the Project Facilities
Agreement remain entitled to their rights and bound by their obligations in
respect of each Substituted Commitment which have accrued up to and including
when the substitution takes effect. 
This includes accrued interest and amounts in the nature of interest and
fees due in respect of each Substituted Commitment up to that time.  The expression “Financier” in the Finance
Documents includes a Retiring Financier who remains entitled to any amount
under this clause 2.2.


 


3                                          Acknowledgments


 


The Substitute Financier acknowledges that it has
received a copy of the Finance Documents together with the other information
which it has required in connection with this agreement.


 


4                                          Representations and warranties


 


Each Project Party repeats each representation and
warranty in the Finance Documents on the date of this agreement and on the
Substitution Date.


 


186

















 


5                                          Payments


 


From when a substitution takes effect, the Agent
agrees to make all payments due under the Finance Documents in connection with
each Substituted Commitment to the Substitute Financier without having any
further responsibility to the Retiring Financier in respect of it.


 


The Retiring Financier and the Substitute Financier
agree to make between themselves the payments and adjustments which they agree
with respect to accrued interest and amounts in the nature of interest, fees,
Costs and other amounts attributable to each Substituted Commitment which
accrue before the substitution.


 


6                                          Notices


 


The address particulars of the Substitute Financier
for the purpose of the “Details” section of the Project Facilities Agreement
are set out in the Details.


 


7                                          General


 


The “Interpretation” clause of the Project Facilities
Agreement applies to this agreement as if it was fully set out in this
agreement.


 


8                                          Definitions


 


These meanings
apply unless the contrary intention appears:


 


Details means the
section of this agreement headed “Details”.


 


Facility means a
facility referred to in the “Substituted Commitment” item of the Details.


 


Project Facilities Agreement means the agreement so described in the Details.


 


Residual Commitment
for a Facility means the Retiring Financier’s Commitment immediately before the
substitution takes effect, less the Substitution Commitment  for that Facility.


 


Residual Drawn Commitment for a Facility means the Retiring Financier’s Drawn Commitment
immediately before the substitution takes effect, less the Substitution Amount
for that Facility.


 


Retiring Financier
means the person so described in the Details.


 


Substituted Commitment for a Facility means that part of the Retiring Financier’s
Commitment and Drawn Commitment for that Facility equal to the Substitution
Commitment and Substitution Amount for that Facility.


 


Substitution Amount for a Facility and a Substitute Financier means the amount so
described in the Details under “Substituted Commitment”.


 


Substitution Commitment for a Facility and a Substitute Financier means the amount so
described in the Details under “Substituted Commitment”.


 


187

















 


Substitution Date is
set out in the Details.


 


Substitute Financier means the person so described in the Details.


 


EXECUTED as an
agreement


 


Signed by the Agent on behalf
of all parties to this agreement other than the Substitute Financier and the
Retiring Financier.


 


[Insert execution clauses for Agent,
Retiring Financier and Substitute Financier]


 


188

















 


Schedule 9 - Deeds of Assignment (clause
39)


 


1                                           Assignment, Bill of Sale and Conveyance and dated 1 July 1996
between TOGC and Clovelly Oil Co., Inc.


 


2                                           Assignment, Bill of Sale and Conveyance and dated 1 January 1997
between TOGC and Nationsbank of Texas, NA, trustee for trusts #1190 and #1191.


 


3                                           Assignment, Bill of Sale and Conveyance and dated 1 January 1997
between TOGC and Nationsbank of Texas, NA, trustee for trusts #1362, #1363 and
#1364.


 


4                                           Assignment, Bill of Sale and Conveyance and dated 1 January 1997
between TOGC and Amerind Oil Company.


 


5                                           Agreement and Assignment, Conveyance and Bill of Sale dated 1
October 1997 between TOGC and the Company.


 


6                                           Assignment, Bill of Sale and Conveyance and dated 1 January 2000
between Tipperary and Ray W. Williams.


 


7                                           Assignment, Bill of Sale and Conveyance and dated 1 January 2000
between Tipperary and William I. Isaac.


 


8                                           Assignment, Bill of Sale and Conveyance and dated 1 January 2000
between Tipperary and William D. Kennedy.


 


9                                           Agreement and Assignment, Conveyance and Bill of Sale dated 1
January 2000 between TOGC and Tipperary.


 


10                                     Agreement and Assignment, Conveyance and Bill of Sale dated 1
January 2000 between TOGC and the Company.


 


11                                     Assignment, Bill of Sale and Conveyance and dated 1 June 2000
between Tipperary and Elisa A. Stoner.


 


12                                     Agreement and Assignment, Conveyance and Bill of Sale dated 1 June
2000 between TOGC and Tipperary.


 


13                                     Agreement and Assignment, Conveyance and Bill of Sale dated 1 June
2000 between TOGC and the Company.


 


14                                     Assignment, Bill of Sale and Conveyance and dated 1 March 2001
between TOGC and Deane H. Stoltz.


 


15                                     Assignment, Bill of Sale and Conveyance and dated 1 March 2001
between the Company and Alexander Kaspar.


 


16                                     Agreement and Assignment, Conveyance and Bill of Sale dated 1 March
2001 between TOGC and the Company.


 


189

















 


17                                     Assignment, Bill of Sale and Conveyance and dated 1 January 2002
between Tipperary and The Byron L. Keil and Mary Ann Keil Revocable Trust.


 


18                                     Assignment, Bill of Sale and Conveyance and dated 1 January 2002
between Tipperary and The Kristinell Keil Young 1992 Irrevocable Trust.


 


19                                     Assignment, Bill of Sale and Conveyance and dated 1 January 2002
between Tipperary and The Byron L. Keil, II 1992 Irrevocable Trust.


 


20                                     Assignment, Bill of Sale and Conveyance and dated 1 January 2002
between Tipperary and The Karen Keil Senter 1992 Irrevocable Trust.


 


21                                     Assignment, Bill of Sale and Conveyance and dated 1 April 2002
between TOGC and Delta Petroleum Corporation.


 


22                                     Tipperary CSG Assignment.


 


190

















 


Schedule 10 - GSA Completion conditions


 


1                                          Completion of physical
facilities


 


The physical facilities required for commencement and
continuation of commercial production of gas and delivery of it under the
applicable Accepted Gas Sale Agreement have been installed, completed and
commissioned in accordance with the Agreed Development Plan.


 


2                                          Capacity to produce


 


Over a continuous period of not less than 90 days (or
such lesser number of days as is determined by the Agent) (“Test Period”), all elements of the
Project’s facilities (including the pipeline facilities for transmission of gas
from the Project to the delivery point under that Accepted Gas Sale Agreement)
simultaneously demonstrate, by physical delivery of Fairview gas, the capacity
in aggregate to produce and deliver gas in compliance with that Accepted Gas
Sale Agreement in addition to the requirements of all then co-existing Gas
Sales Agreements (after taking into account, to the extent determined by the
Agent, any Other Factors).


 


During the Test Period, no 10 wells may
contribute more than 2,000% of the Average Project Well Production.


 


A test protocol will be agreed between the
Company and the Agent (having consulted with the Technical Bank and the
Independent Technical Expert), acting reasonably, prior to the Test Period
being commenced.


 


The determination of Average Project Well Production
for the field will be as set out in that test protocol.  The Agent may (having consulted with the
Technical Bank and the Independent Technical Expert) exclude early pumping
wells from the calculation of the Average Project Well Production.


 


3                                          Export Quality Gas - MDQ


 


During the Test Period referred to in clause 2
(“Capacity to produce”) of this schedule, the Company demonstrates that, in
aggregate, export quality gas can be produced at a rate not less than the
cumulative maximum daily quantity (“MDQ”)
required by all then co-existing Gas Sale Agreements (after taking into
account, to the extent determined by the Agent, any Other Factors) for a
continuous period of 72 hours.  (For the
purposes of this element of the test, there is no restriction on the contributions
from any single well.)


 


The Company must use its best endeavours to conduct
this MDQ test in a single 72 hour period. 
However:


 


(a)                                   if the Company is unable to arrange the required simultaneous
maximum nominations from all Gas Sale Agreements; and


 


191

















 


(b)                                  there are no alternative opportunities for sale of the gas,


 


the Financiers will accept the opinion of the
independent technical consultant that a combination of not more than two
separate test periods is an equivalent demonstration of the Project’s ability
to meet this test requirement.  These
periods must include the collection of sufficient data to permit the consultant
to opine fully.  During these two 72
hour periods, the wells supplying the gas must be located in geographically
well separated (in terms of their possible draw zones) areas of the field.


 


4                                          Environmental performance


 


Environmental performance tests satisfactory to the
Agent have been passed in relation to the water collection, treatment and
disposal capacity of the Project and other associated environmental performance
issues of the Project (including flaring).


 


5                                          Authorisations


 


All necessary Authorisations to enable the delivery of
gas under the applicable Accepted Gas Sale Agreement are in place.


 


6                                          Information provided to Agent


 


The Agent has received:


 


(a)                                   a report from the Independent Reserves Engineer acceptable to the
Agent confirming that:


 


(i)                                      there are sufficient Allowable Reserves for sales of gas through to
31 December 2014 (or such later date as may from time to time be necessary to
ensure that the Project Life Ratio is not less than its applicable Lock Up
Ratio) under the applicable Accepted Gas Sale Agreement and all then existing
Gas Sale Agreements;


 


(ii)                                   the Agreed Development Plan will provide sufficient deliverability
to meet the requirements of all then existing Gas Sale Agreements; and


 


(iii)                                for the purpose of determining the ability of the Project to deliver
gas, no 10 wells contributed more than 2,000% of the Average Project Well
Production; and


 


(b)                                  a satisfactory report by the independent technical expert.


 


7                                          Delayed Start Contracts


 


Where an Acceptable Gas Contract requires that
deliveries commence after the Maturity Date of the Recourse Facility (“Delayed Start Contract”), the Agent may
treat the test set out in clause 2 (“Capacity to produce”) of this schedule as


 


192

















 


being satisfied for that Delayed Start Contract if,
during the year before the Maturity Date of the Recourse Facility:


 


(a)                                   the Company has demonstrated during the Test Period delivery of the
aggregate ACQ quantity of gas for all projected co-existing Gas Sales
Agreements at the time of the start of the Delayed Start Contract (after taking
into account, to the extent determined by the Agent, any Other Factors).


 


The test protocol will be agreed between the Company,
the Technical Bank, the Independent Technical Expert and the Facility Agent,
acting reasonably, prior to that test being commenced; and


 


(b)                                  the Company has demonstrated to the satisfaction of the Agent that
production will be sustained at the ACQ level (based on all then co-existing
Gas Sales Contracts and, to the extent determined by the Agent, other offtake
arrangements and supported by the Project production forecasts as set out in
the Agreed Development Plan) from the date of the demonstration to the date of
the start of that Gas Sale Agreement;


 


OR


 


(c)                                   in the event the Company is unable, having used its best endeavours,
to arrange sufficient nominations to achieve paragraph (a) above and the
Delayed Start Contract in question requires that deliveries commence during the
first year after the Maturity Date of the Recourse Facility:


 


(i)                                      the Company has, by two separate Test Periods in series,
demonstrated the Project’s ability to satisfy paragraph (a) in aggregate,
having taken account of the Other Factors. 
During each such period, the wells supplying the gas must be so
geographically located that they do not draw from the same draw zones, utilise
different processing and compression, and field transport systems.


 


The test protocol will be agreed between the Company
and the Agent (having consulted the Technical Bank and the Independent
Technical Expert), acting reasonably, prior to that test being commenced;


 


(ii)                                   the Company has collected and provided sufficient information, and
enabled appropriate onsite inspection during the Test Periods of paragraph
(c)(i) above, to enable the Independent Technical Expert to issue a
satisfactory report;


 


(iii)                                the Independent Technical Expert provides a report that indicates
that the aggregate production demonstrated during the two Test Periods will
enable the Project to deliver the ACQ quantity for a period of 90 days and that
there are no technical risks, and that report is satisfactory to the Agent; and


 


193

















 


(iv)                               either:


 


(A)                                the Company has demonstrated to the satisfaction of the Agent that
production will be sustained at the ACQ level (based on all then co-existing
Gas Sales Contracts and, to the extent determined by the Agent, other offtake
arrangements and supported by the Project production forecasts as set out in
the Agreed Development Plan) from the date of the demonstration to the date of the
start of that Delayed Start Contract; or


 


(B)                                  the Company proposes a forward program that, to the reasonable
satisfaction of the Financiers (having taken advice from the Independent
Reserves Engineer), demonstrates the Project’s future ability to meet the
requirements of the Delayed Start Contract and all then co-existing Gas Sales
Agreements, having regard to:


 


(aa)                             good gas-field practice, and


 


(ab)                            the likelihood of it causing a detrimental deterioration in the
Project’s future ability to deliver gas (other than through a diminution of
Proved Reserves).


 


During the Test Period or Test Periods, no 10 wells
may contribute more than 2,000% of the Average Project Well Production,
determined under the test protocol agreed between the Company and the Agent (having
consulted the Technical Bank and the Independent Technical Expert), acting
reasonably, prior to that test being commenced.


 


8                                          Definitions


 


In this schedule 4, the terms:


 


Other Factors means interruptible contracts, alternative supply arrangements, early
terminations and incremental increases in quantity; and


 


Average Project Well Production is the average production of the wells in the Project producing gas
for sale for delivery into the gathering system, as determined by the
Independent Technical Expert.


 


194

















 


Schedule 11 - Hedging Policies


 


1                                          General provisions


 


1.1                                Counterparties


 


The Company agrees that to the extent this hedging
policy requires or permits hedging, the Company will enter into Transactions to
satisfy those requirements only with entities that are Hedge Providers at the
relevant trade date and only under Hedge Agreements substantially in the form of those entered into
on or about the date of this agreement by the Company or in any other form approved by the Agent.


 


1.2                                Capacity and speculation


 


The Company agrees to enter into each Transaction as
principal and for its ordinary business activities, and that it will not
speculate.


 


1.3                                Maximum hedging limits


 


The Company agrees to ensure that, subject to the
provisions of this hedging policy, if the maximum hedging limits set out in
this hedging policy are exceeded, it will cause Transactions to be entered into
or closed out within 10 Business Days so that the maximum hedging limits are no
longer exceeded.


 


2                                          FX Hedging Policy


 


2.1                                Post-First Recalculation Date
hedging


 


The Company agrees to enter into FX Transactions to
ensure that a minimum level of coverage of 90% of Projected US$ Costs is met,
and a maximum level of coverage of 100% of Projected US$ Costs is not exceeded,
at all times in respect of each Calculation Period in each of the first three
years from the First Recalculation Date and on a rolling three year basis semi
annually thereafter.


 


For the purposes of this paragraph, Projected US$
Costs is the aggregate of forecast United States Dollar denominated Project
Costs and Operating Costs as projected in the then current Base Case Financial
Model for the relevant Calculation Period.


 


2.2                                Implementation


 


The Company agrees to ensure that FX Transactions are
entered into with any one or more of the Hedge Providers.


 


195

















 


3                                          Interest Hedging Policy


 


3.1                                Post-First Recalculation Date
hedging


 


The Company agrees to enter into Interest Transactions
to ensure that the minimum levels of coverage of 75%, and a maximum level of
coverage of 100% is not exceeded, for interest to be paid by the Company on the
Limited Recourse Facility, as projected from time to time in the most recent
Base Case Financial Model, for the year period from the First Recalculation
Date to the Maturity Date of the Limited Recourse Facility.


 


3.2                                Implementation


 


The Company agrees to ensure that Interest
Transactions in respect of the minimum required coverage levels are entered
into with the Hedge Providers on a pro rata basis.


 


196

















 


Signing
page


 


DATED:
               9 June 2004


 


 


Company


 


	
  EXECUTED by TIPPERARY
  OIL

  & GAS (AUSTRALIA) PTY

  LIMITED in accordance with

  section 127(1) of the Corporations

  Act by authority of its directors:

  	
  )

  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ DAVID L. BRADSHAW

  	
  )

  	
  /s/ RICHARD
  A. BARBER

  
	
  Signature of
  director

  	
  )

  )

  	
  Signature of
  director

  



 


	
  DAVID BRADSHAW

  	
  )

  	
  RICHARD
  BARBER

  
	
  Name of
  director (block letters)

  	
  )

  )

  	
  Name of director

  (block letters)

  



 


 


LR
Guarantors


 


	
  SIGNED by  DAVID
  BRADSHAW

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  as attorney
  for TIPPERARY

  CORPORATION  under power of

  attorney dated 1 June 2004

  

  in the presence of:

  	
  )

  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ D
  PADMORE

  	
  )

  	
  /s/ DAVID L. BRADSHAW

  
	
  Signature of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
  DEANNE
  ELIZABETH PADMORE

  	
  )

  	
  received no
  notice of revocation

  
	
  Name of
  witness (block letters)

  	
   

  	
  of the power
  of attorney

  



 


197

















 


	
  EXECUTED by TIPPERARY

  PASTORAL COMPANY PTY

  LTD in accordance with section

  127(1) of the Corporations Act by

  authority of its directors:

  	
  )

  )

  )

  )

  )

  )

  	
   

  
	
  /s/ NEAL AMBROSE

  	
  )

  	
  /s/ RICHARD
  A. BARBER

  
	
  Signature of
  director

  	
  )

  )

  	
  Signature of
  director

  



 


	
   

  	
  )

  	
   

  
	
  NEAL AMBROSE

  	
  )

  	
  RICHARD
  BARBER

  
	
  Name of
  director (block letters)

  	
  )

  )

  	
  Name of
  director

  (block letters)

  



 


 


	
  SIGNED by  DAVID
  BRADSHAW

  

  as attorney for TIPPERARY CSG

  INC.  under power of attorney

  dated  1 June 2004

  in the presence of:

  	
  )

  )

  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ D
  PADMORE

  	
  )

  	
  /s/ DAVID L. BRADSHAW

  
	
  Signature of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
  DEANNE
  ELIZABETH PADMORE

  	
  )

  	
  received no
  notice of revocation of

  
	
  Name of
  witness (block letters)

  	
  )

  	
  the power of
  attorney

  



 


 


Recourse
Guarantor


 


	
  SIGNED by SLOUGH
  ESTATES

  PLC acting by two
  directors:

  	
  )

  )

  )

  	
   

  



 


 


	
   

  	
  )

  	
   

  
	
  /s/ RICHARD
  KINGSTON

  	
  )

  	
   

  
	
  Signature of
  director

  	
  )

  	
  /s/ JOHN
  HEAWOOD

  
	
  RICHARD
  DAVID KINGSTON

  	
  )

  )

  	
  Signature of
  director

  
	
  Name of
  director (block letters)

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  JOHN ANTHONY
  NICHOLAS HEAWOOD

  
	
   

  	
  )

  )

  	
  Name of
  director

  (block letters)

  



 


198

















 


Security
Providers


 


	
  SIGNED by  DAVID
  BRADSHAW

  

  as attorney for TIPPERARY OIL &

  GAS CORPORATION  under power

  of attorney dated 1 June 2004

  	
  )

  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ D.
  PADMORE

  	
  )

  	
  /s/ DAVID L. BRADSHAW

  
	
  Signature of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
  DEANNE
  ELIZABETH PADMORE

  	
  )

  	
  received no
  notice of revocation of

  
	
  Name of
  witness (block letters)

  	
  )

  	
  the power of
  attorney

  



 


 


	
  SIGNED by

  SLOUGH ESTATES USA INC. by

  Marshall D. Lees, President and

  attested by Randall Rohner

  	
  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ R W
  ROHNER

  	
  )

  	
   

  
	
  Randall
  Rohner

  	
  )

  	
  /s/ MARSHALL
  LEES

  
	
   

  	
  )

  	
  Signature of
  Marshall D Lees

  
	
   

  	
  )

  	
   

  



 


 


Agent


 


	
  SIGNED by  LEE SUTTON

  

  as attorney for AUSTRALIA AND

  NEW ZEALAND BANKING

  GROUP LIMITED  under power of

  attorney dated 13 September 1999

  (Head power 9 October 1992)

  in the presence of: 

  	
  )

  )

  )

  )

  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ D. MACFARLANE

  	
  )

  	
  /s/ LEE
  SUTTON

  
	
  Signature of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
  DUNCAN MACFARLANE

  	
  )

  	
  received no
  notice of revocation of

  
	
  Name of
  witness (block letters)

  	
  )

  	
  the power of
  attorney

  



 


199

















 


Security
Trustee


 


	
  SIGNED by  LEE SUTTON

  

  as attorney for ANZ FIDUCIARY

  SERVICES PTY LIMITED  under

  power of attorney dated

  

  in the presence of:

  	
  )

  )

  )

  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ D. MACFARLANE

  	
  )

  	
  /s/ LEE
  SUTTON

  
	
  Signature of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney states
  that the attorney has

  
	
  DUNCAN MACFARLANE

  	
  )

  	
  received no
  notice of revocation of

  
	
  Name of
  witness (block letters)

  	
  )

  	
  the power of
  attorney

  



 


 


Financiers


 


	
  SIGNED by  LEE SUTTON

  

  as attorney for AUSTRALIA AND

  NEW ZEALAND BANKING

  GROUP LIMITED  under power of

  attorney dated 13 September 1999

  (Head power 9 October 1992)

  in the presence of:

  	
  )

  )

  )

  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ D MACFARLANE

  	
  )

  	
  /s/ LEE
  SUTTON

  
	
  Signature of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
  DUNCAN MACFARLANE

  	
  )

  	
  received no
  notice of revocation of

  
	
  Name of
  witness (block letters)

  	
  )

  	
  the power of
  attorney

  



 


	
  SIGNED by  MICHAEL THORPE

  

  as attorney for BOS

  INTERNATIONAL (AUSTRALIA)

  LIMITED  under power of attorney

  dated  31 MAY 2004

  in the presence of:

  	
  )

  )

  )

  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ D MACFARLANE

  	
  )

  	
  /s/ MICHAEL
  THORPE

  
	
  Signature of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
  DUNCAN MACFARLANE

  	
  )

  	
  received no
  notice of revocation of

  
	
  Name of
  witness (block letters)

  	
  )

  	
  the power of
  attorney

  



 


200

















 


Working
Capital Provider


 


	
  SIGNED by  LEE SUTTON

  

  as attorney for AUSTRALIA AND

  NEW ZEALAND BANKING

  GROUP LIMITED  under power of

  attorney dated 13 September 1999

  (Head power 9 October 1992)

  in the presence of:

  	
  )

  )

  )

  )

  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ D. MACFARLANE

  	
  )

  	
  /s/ LEE
  SUTTON

  
	
  Signature of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
  DUNCAN MACFARLANE

  	
  )

  	
  received no
  notice of revocation of

  
	
  Name of
  witness (block letters)

  	
  )

  	
  the power of
  attorney

  



 


Technical
Bank


 


	
  SIGNED by  MICHAEL THORPE

  

  as attorney for BOS

  INTERNATIONAL (AUSTRALIA)

  LIMITED  under power of attorney

  dated 31 MAY 2004

  in the presence of:

  	
  )

  )

  )

  )

  )

  )

  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  /s/ D MACFARLANE

  	
  )

  	
  /s/ MICHAEL
  THORPE

  
	
  Signature of
  witness

  	
  )

  	
  By executing
  this agreement the

  
	
   

  	
  )

  	
  attorney
  states that the attorney has

  
	
  DUNCAN MACFARLANE

  	
  )

  	
  received no
  notice of revocation of

  
	
  Name of
  witness (block letters)

  	
  )

  	
  the power of
  attorney

  



 


201